RWBYP
by RiseAgainstSP
Summary: With the last failure of Spider-Man, he was transported from Earth 616 to Remnant. Now, alone and heartbroken, he must no longer look back at what he lost, but to look at the present and future, because with great power comes great responsibility.
1. Misplaced

_Disclamer: I don't own anything Spider-Man or RWBY. Spider-Man is a product of Marvel, RWBY is a product of Rooster Teeth, and the game this is loosely based on is property of Gameloft_

New York was always a place people would love to visit. With the spectacular city view high up in the Empire State Building, the sea surrounding you near the Statue of Liberty, and, of course, the chance of seeing a real life superhero.

The city seemed to be the center of operations for nearly every superhero or superhero group. From Daredevil to the Avengers and the Fantastic Four, this was where you wanted to be to get a chance to see them in person. But today you wanted to be as far away from New York as possible. The city seemed to be completely destroyed the buildings either in pieces or close to falling down after the attack.

The attack was the only name that people could come up with. Since the city was literally attacked from people from different dimensions. All of the dimensional travelers were villains, supervillains at that. All of them united for one purpose, to extract the dimension's entirety ISO-8. It is a powerful material capable of various results when used, but also very unstable. It is almost unknown what the result is when used. That's why there were very testing a lot of it in New York, the various brilliant minds of Reed Richards, Tony Stark, and Bruce Banner leading various investigations of ISO-8.

Unfortunately, that also made city the central point of attacks. The various super villains quickly taking over the city. With strong and quick attacks they were making, taking some vast ISO-8. The attacks were so precise for one reason. The various villains were but one and the same, only that from different dimensions. There were six of each of the so-called Sinister Six. Six Green Goblins, six Vultures, six Mysterios, six Dr. Octopus, six Electros, and five Sandmen with one Hydro Man to compensate. They made the city a mess, their various missions making the citizens evacuate while others stayed behind either to help clean up the mess or taking their chances in an almost deserted place.

The streets were fully covered with broken glass and trash from the various robberies being committed, like the one that's happening right now.

Six men were taking their chances in one of the many abandoned stores in the city. It was an electronics store to be exact. Various grunts and complains meaning they wanted to get everything as fast as they could, trying not to leave anything to chance.

"Hurry up!" said one of them, probably the leader because he was the only one on the look out with a gun in hand. "We do not want to get caught!"

"Relax, Pain," one said while holding a small box. "We are almost done anyway and there's nothing to worry about, the police are busy with defending buildings from future attacks."

Pain was about to respond when they suddenly were interrupted by a voice on top of them.

"Well, there is also those who call the police when six mysterious looking men stealing an electronic store in the middle of the day, since, you know, no one likes those kind of guys."

Looking up, they saw a man in a red and blue costume that only an insane man would think of wearing. Although red was the more prominent color the black lines and the black spider sitting at the center the center of the costumes chest made the colors be more balanced. The man behind the costume was stuck on the side of the building on the other side of the street from the store. If you looked closely, you could see that the only thing making contact with the side of the building, making it obvious that he wasn't holding on to anything.

"Oh great," mumbled Pain already taking his gun, "it's the bug!" He ended up shouting for his crew to listen.

They all faced the red and blue garbed man, with their bats, crowbars, or steel pipes already in their hands. But what they saw was that the man was hanging his head low.

He let out a loud sigh, already used to be called that word since he first donned the costume to do good. "Really?" he asked sarcastically, "there is even a spider in me chest and, unless you didn't pass second grade, which I guess you didn't, you would know that spiders are arachnids, not bugs."

Pain was close to groaning out loud, but decided against it, simply trying to shoot the man on the wall.

"Hey, what's the matter?" the man said, while effortlessly dodging the shots by pushing his legs, flipping himself over. It made clear his back, which was mostly blue with a red spider in the middle.

"You know it's very rude to not only ignore someone, but also to shoot at him. For shame, didn't someone teach about manners?"

This time Pain actually groaned out loud this time what every criminal on the streets of New York has come to expect from the red and blue wearing vigilante was to be stopped, but they were always annoyed to hear him. Mainly because of all the crude jokes that always come from his motor mouth.

Before Pain could shoot at the vigilante again he felt a slight tug ant his gun. Before he could even react, he felt the weight of the gun leave his hand and saw the figure on the wall with his gun in hand.

"And rude people don't get to play with their toys, especially when they didn't pass the second grade, for shame."

Pain was furious, not only was his weapon discarded off as a toy, but this person was insulting him like it was a second nature for him. He wanted to see his body lying in front of his feet, but he knew, from the moment he took his gun, that that was not going to happen.

He saw as the figure leap from the wall and land directly in front of two people of his crew in a crouched position, and land a devastating uppercut to both of them that send them flying behind him and landing with their backs to the floor, clearly knocked out.

The other three people that were not Pain rushed at the red and blue wearing vigilante, who didn't move after the double uppercut and was crouched low with his right hand and legs formed a triangle with the floor while his left hand was bended above his head, only to get send flying as well behind Pain, courtesy of two well send kicks to the head and another uppercut send after the vigilante finished the kicks with a backflip.

Now Pain was the only one of them standing, hell, he was the only one of them that was still conscious even if the fight, for the lack of a better word for this beat down, was a six against one. Looking back, he saw the bodies of his crew, the blood running down their broken noses or lips, but was kind of thankful to see them still breathing, meaning that he was going to survive the encounter.

Pain started turning around again, only to see darkness. He couldn't see anything, but he heard his own breath and his own beating heart, if he concentrated, he could smell the blood from his crew and other smells related to the streets of New York that are not fun to concentrate on, but he didn't have the time for that, realizing it when he heard his attackers voice.

"Now, normally I would have toyed around with you for a little bit longer, and my jokes weren't really my best material, but don't worry, it's not you, it's me. I am in a hurry, you know, saving New York and what not, but remember to say that you got beat down by your friendly neighborhood Spider-Man and they might give you a lollypop before they get you and your friends get behind bars."

With that said, Pain felt as a concrete fist was slammed against his face, immediately knocking him out.

Spider-Man quickly webbed the crew up for the police. Mumbling to himself, "Ooh, nappy time." Before he started chuckling at his own joke.

Peter Parker really needed to laugh at this moment, his home is getting destroyed and he can't stop worrying about his aunt May. He told her to leave New York with the rest of the people that evacuated the city, but she outright refused unless he came with her. But New York was getting destroyed and it was his responsibility as Spider-Man to stop the Sinister Six, or at least stall them until someone else does.

Something he couldn't understand was where every hero has gone off to. The Avengers, the Fantastic Four, and the X-men could definitely send a hand. Not even Daredevil was anywhere in sight, and Spidey made sure to cover a lot of Hell´s Kitchen in search of him, but without any luck.

He was run out, since the beginning of the attack, Spidey has run nonstop trying to stop anything in his way, often taking down robotic henchmen that the villains brought with them.

It also didn't help that criminals were taking this opportunity to take their chances while there were so few people to stop them. He has been able to work with SHIELD however, since every other hero appeared to be out of town.

SHIELD has been really helpful in getting civilians out of harms way, and have been able to detect some of the villains attacking the city. Like some of the Goblin's and Vulture's when they were stealing the ISO-8 from various research lab.

"Spider-Man, no time to waste, the Green Goblin has been spotted close to your location, and is flying around throwing a big tantrum, which is making everything around there crumbling to the ground." The voice of an unnaturally stoic Nick Fury came through in his earpiece.

"Great, he's attacking the Baxter Building, isn't he? Old Gobie always wants to shine and try for the big shots, guess some people never learn." Spidey retorted, already swinging towards Midtown and getting ready to fight the villain. He was actually expecting Nick to stop the transmission or an annoyed yell for him to stop with the quips and take matters seriously, but the fact that he could still here the transmission on and old Nicky quiet gave him a little bit of the chills, especially since he knew that Nick was already used to giving bad news to heroes.

"Oh, come on, Nicky, my quips aren't that bad, you just have to get a sense of humor and see that I'm the funniest person you know and-"

"He isn't going after the Baxter Building." Interrupted Fury, "In fact, he isn't going after any ISO-8 at all. He has a hostage, and is running around yelling for you to come out. The host-"

Before he could continue briefing Spider-Man, Peter disconnected the connection and concentrated to put everything he's got in reaching the Green Goblin before he got tired of the hostage and decided to kill him before Spidey reached them.

"Goddammit, Osborn." Spider-Man muttered when finally seeing the Green Goblin. Before he leapt high in the air, and get on even ground since the Goblin was a higher than him with his infamous glider.

"Oh, come out, come out wherever you are." Sing-sang the Goblin while looking everywhere for any sign of the vigilante in red and blue.

"Aw, Gobie, you do care about me, it just makes me feel so special inside. Well, it would if you weren't green, or psychotic." Said Spidey before kicking the green villain from his glider, and sending them both on top of the building that was underneath the glider with a not too pretty landing for the Goblin, but Spider-Man landed on top of the downed villain, ready to pounce at him until he lost consciousness, but he had to stop himself in order to know where the hostage actually was.

"Now Goblin, tell me where the hostage is, so I can tell the police to warm up your cell in prison again."

"Ah, but Parker, don't you see the fun it is when there is a challenge. I'm sure that dear Gwendolyn would agree if she was here with us. But I'm sure that you remember her well to recall if she would." Said the Goblin, before laughing maniacally.

At hearing the name of Gwen, Spider-Man almost snapped, ready to punch Goblin's lights out, he could very well remember the day she died. The Brooklyn Bridge, the smell of the river, the sight of her body falling at high speeds towards the water, the adrenaline he got when he shot the web line after her, the sound of his own heart when said line was reaching her, the sound of her neck snapping when his web line finally got to her, and, finally, the sight of her body resting lifelessly on his arms.

"Last chance Osborn! Tell me where the hostage is before I end up punching you so hard, you won't remember your own name."

"Oh, such impatience. Fine then, the hostage is on top of the building right next to us. But, you have to hurry up, the clock is ticking, and she doesn't have much time left."

With that said, Spider-Man leapt from the building to the one higher up, to his right. Cursing at knowing that everything the Goblin said could be a lie. But upon reaching the ceiling of the building, he could see the fear in the blue eyes of the person, the pale face in her old complexion, her fragile hands and legs bound, before he realized just who was that the Goblin had captured.

Spider-Man barely had time to see all, with his eyes and his mask's eyes widening upon seeing her, of that in his Aunt May's face, the woman who raised him as her own, before he was knocked back from the sudden explosion just a few feet ahead of him. He was so shocked to see her, that he didn't even pay attention to his Spider-Sense.

Spider-Man didn't let that stop him. He fired a web from his right hand, since his left was feeling numb, and attached it to the building before pulling himself up again to the ceiling.

The ceiling was a mess, there were fires here and there, and some parts fell off due to the explosion, but Peter didn't care. He looked exactly where his aunt was just a few seconds ago, but he only saw the horrible state of her body. The black marks everywhere that Peter could lay his brown eyes on.

He ran toward her body, with tears visible on his left eye where the mask was burned, and gently pressed his ear against her chest, hoping to hear any indication that she was alive. Seconds passed, he couldn't hear anything or feel anything except the burned clothes that his aunt was wearing.

"Aunt May…" Was all that he could say, before the tears were running free, getting a damp spot underneath the right eye lens of his mask, while his left cheek was full of tears.

Then he heard it, the maniacal laughter of the person he hates the most in this world. The Green Goblin was already back on his glider, circling around the spider hero, he didn't notice it until now, but underneath the sadness was the hate flowing from him, the hate towards the Goblin.

"WAHAHAH", he continued laughing, clearly enjoying the pain he brought on to the hero, "Aren't you tired of letting people close to you die? First dear Gwendolyn, now your aunt, who asked so little of you, and you couldn't even give her that, face it Parker, you are a failure to those who are close to you."

"Osborn." Muttered Peter, before standing up and shouting at the Goblin. "This is the last straw, Osborn! I'm going to kill you!"

"Oh, you are just talk; didn't you say that after what happened to Gwen? You threatened to kill me, but you still didn't do it, maybe I should just call you the Spider-Liar, because that is all you do. You lie to dear Gwendolyn, you lie to your aunt, and you lie to me, I'm so hurt that even I can't get away from you lies." Commented Goblin before again laughed like a maniac.

His laugh ended when he felt a slight impact on his chest, looking down, he saw the white line of webbing, before he felt his chest almost being ripped off. Luckily for him, nothing was broken, until he was punched straight in the nose, leaving it completely broken, with his mask forming a red blood stain where his nose was.

Spider-Man punched Goblin off the building they were in, but he did not make any comment or pun, he was dead serious in this fight. He jumped after Osborn, ready to pounce at him into the cement bellow, ending his miserable life. The Goblin smirked at what he accomplished; he called on his glider with the tracker on his wrist. The glider went to his level, and with the grace of someone with experience, he climbed on board, strapped himself in, and started flying upwards, ready to meet the red and blue hero midflight.

"What's the matter Web-head? Goblin's caught your tongue?" He decided to taunt, having ready three pumpkin bombs, before throwing them at the arachnid themed hero.

Spider-Man dodged the first two with ease, and webbed the third one and threw it at the Green Goblin.

The Goblin brought his arms up, covering his face with them, going the explosion that occurred a few feet from him. He stopped blocking only to see a red fist going directly into his midsection, making him go down again, but this time with his glider still at his feet, going at fasts speeds to the ground.

When he was a few feet from the ground, he adjusted his body and kept in the air. Gazing upwards, he saw Spider-Man still falling, still ready to pounce at him. He saw that his lenses were sharper than usual, giving the feeling of anger and, if he was any thug, could scare the living crap out of him.

The Green Goblin was able to dodge another fist sent his way by flying away from it, and going up. He turned around to see Spider-Man's fist embed in the ground, with a few cracks where the feet landed, and saw that he wasn't hurt at all, pulling his fist from the concrete with relative ease, and getting in a combat stance without uttering a single word.

"Oh, my dear spider, it is always so much fun to play with you! But, you see, I have places to be, and I accomplished what I came here to do. The ISO-8 is really important to me and my team, and I wouldn't want to let them down, but you don't what that is like, when you don't someone down, so thank you for the entertainment, and good bye." He said before turning around and speeding off.

"Oh no, you don't!" Yelled Spider-Man, before he started web swinging after him. He was pissed off at the Goblin. He no longer felt the exhaustion of running nonstop for as long as the attack began, he no longer felt the pain in every muscle that scram at him to stop, he just felt the hate towards the one man that everything from him and there was nothing that was going to stop this fight until one of them was dead. He shot a web that landed underneath the glider.

This was exactly what the Goblin wanted, he sped off faster. So fast that any onlooker would mistake them with a blur. But Globin was not only going forward, he also started ascending, with a clear destination in mind, he saw the Spaceship right ahead, the one that the beings from other planes of reality came from, and could feel victory approaching.

He held his hand up to his ear, very sure that the others inside the ship could hear him since the beginning of the fight.

"Get ready, Doc. I have the passenger ready for a one way trip."

"Loud and clear, Osborn, just make sure that he gets in the spot here and I will make sure that he no longer bothers us anymore." Came the voice from his earpiece, and he started grinning even more than before, seeing all the pieces falling into place.

"Whatever you have planned Goblin, doesn't matter, I'm going to kill you and stop this whole attack once and for all!" he heard the shouting Spider-Man say, though it came to him as a mutter due to all the fast winds he was having.

"You were always so impatient web-head! And that is going to cost you dearly!"

Goblin entered the ship at a low altitude, making it impossible for Spider-Man to dodge the edge of the ship, that hit him in the chest, while he entered as well.

"That sure is going to hurt tomorrow." Muttered Spider-Man, but he didn't let go of his web. He was holding on for a few minutes with both arms, and his left one was screaming at him to stop, to let go, but Peter didn't let go, he knew that if he did, he would have been sent flying to the ground below, and he wanted to end Osborn now, so he wouldn't let go.

The ship was very large; it took minutes to get them from the lower part of it, to some higher one. Peter swore he was in the middle of it now, and was sure that the web line wasn't going to last for much more; one of the down parts of it being able to dissolve in only an hour after it hits the air.

That train of thought was suddenly cut off when the Goblin abruptly stopped, sending Spider-Man whiplashing towards the Goblin.

Spider-Man was so shocked from the sudden stop that he didn't even react to his Spider-Sense telling him of the punch that the Goblin threw.

Didn't even hear or feel the crack of his face clashing against the Goblins fist, or the crystal clear tube that was surrounding his downed form after that punch.

Groggily, Spider-Man pushed himself to a kneeling position, seeing the victorious smirk on the Goblin's face. He again pushed himself into a standing position, and took in his surroundings seeing that his Doctor Octopus was behind a computer like machine, working with his for mechanical arms doing very delicate procedures in it.

"What's going on here?" asked Spider-Man, eyeing both his enemies but feeling very weak after the punch he suffered from the Green Goblin.

"Ah, Parker, it's so good to see you this way. You look terrible." Said a grinning Doc Ock, a smirk just as big as the Goblin's plastered across his face.

"Don't change the subject!" Shouted the hero, "what is it that you're doing?"

"I told you that you're impatience was going to cost you Web-Head." Simply stated the green foe, "you see, at first we all wanted to kill you, every villain from every dimension eager to see the light in your eyes vanish, but then we thought of a sweeter way to get revenge."

"We are going to send you to a place with no powered heroes that have no version of you or us. We are going to send you to another dimension where you would bother us no more." Said the very eager Doctor Octopus.

"We decided to let you live, but at a cost. You have failed to protect every single person that you held dear, and we are going to make sure that you can never see them or avenge them. We are going to let you see and feel the pain of your failures alone, and make sure of this Parker!" Said the Goblin before finishing, "We are going to let you suffer because of those failures, suffer the pain of being truly alone."

"Like hell you will!" Shouted Spider-Man, before reeling back a punch, intent of breaking the tube surrounding him. That was until his muscles locked up, and he fell to his knees feeling more tired than ever. He forced himself to look up, seeing the kneeling body of the Green Goblin, seeing the blood forming from his nose dripping from bellow his mask.

"Ah, my dear Spider, did you think that that punch was only for show?" asked the Goblin. "No, you were infected with a powerful toxin, you can thank to Kraven the Hunter for that, but don't worry, you will survive, after all, you can't suffer when you are dead. But you will not be able to move for a few minutes, with your resistance I'll reduce it to one minute, which is all that we need to send you away."

"We're almost ready to get rid of this annoying pest!" said the Doctor, already savoring the success of the plan.

"Well, this is where we say good bye, Parker" said the Goblin before standing up, and turning around, giving his back to the downed hero. "I would say that I'll see you later, but we both know that that would be a lie." He finished before again laughing like a maniac.

'No! It cannot end like this! I have to move! I have to break out of here and stop them before they hurt anyone else!' Thought Spider-Man, trying to get at least one of his fingers to move, trying to get out of the tube, but none of his muscles were responding to any command, he could only see as the Goblin walked away and the face of Doc Ock, still grinning. He couldn't even talk, couldn't even say anything to at least distract them.

"Good bye, Spider-Man!" said Octavius. Before he saw the tube filled with a bright light, having to cover his eyes from them.

Goblin, who didn't turn around to see his greatest enemy disappear, got on his glider and began descending the ship, ready to steal more ISO-8.

When the light died out, Doctor Octopus saw that there was not a single thing that could say that was Spider-Man was there. He grinned again, thinking to himself 'Spider-Man no more.' And start turning off the machine.

Peter Parker was having the worst day of his life right now. He saw the death of his Aunt and now he's been transported to God knows where.

He started to feel numb, which was better than not feeling anything at all. And finally started to move again, letting his eyelids rest over his eyes, since they were open throughout the whole minute he was still. After a few seconds, he opened the again, and pushed himself to a sitting position, too tired to even stand up immediately. He looked around, and saw that he was in the clearing of a forest, huge trees being everywhere he looked, in the middle of the night, clear from how dark everything looked. He forced himself to stand, much to the displeasure of his muscles, and stretched, making his arms go as high up as they could go, making a few 'pop' sounds from the sudden stretch. He looked up, and saw the moon. Or rather, he saw what happened to the moon.

He saw that it was shattered, some pieces of it having been cut from the rest, which looked like a normal moon, although the shattered parts appear to be held by the gravity of the moon itself. Peter stared at it, for a long while in disbelief, clear from the way his lenses were arched upwards as he stared at it with really opened eyes, that disbelief turned in to panic as he finally processed everything that has happen throughout the day.

His panic let him feel the pain and exhaustion that he was in. He let himself fall to his knees, while still staring at the shattered moon, with his mouth hanging low, letting him let out a couple of hard breaths as his exhaustion finally caught up with him.

That panic let him scream one more thing. "Osborn!" he shouted at the moon, a shout so powerful, that anyone near would be holding their ears in pain. He let that scream out before falling unconscious, letting the exhaustion take over. The last thing he saw was the grass moving gently with the wind, before everything went black.

 **A.N.: Oh my god! This chapter took a lot longer that I would have ever thought it would. It went through two of my computers before I could finally finish it.**

 **So hey everyone reading this, I would like to say welcome to my first of, hopefully, many fanfictions of mine and, also hopefully, the first of many chapters to the story.**

 **I don't plan on making this too far from the plot in RWBY, but I think some stuff are going to have to changed.**

 **So a few things, I haven't decided if there are going to be couples, and, if there are, I don't who are going to be. I plan on making Peter a part of team RWBY, hence the title. The Peter I want to go with is the main variant, Universe 616, but he will be younger because I want to make him a student in Beacon, but he would have some stuff that happened later in his superhero carrier, like the Future Foundation costume and some other stuff. And, lastly, I don't plan on Peter to have any weapon, since Spider-Man doesn't use weapons apart from his web-shooters, and since he doesn't want anyone to tell that Peter Parker is Spider-Man, he won't be using those either.**

 **Hope you enjoyed the first chapter.**

 **Cheers!**


	2. Taking resposibiliy again!

_Disclamer: I don't own anything Spider-Man or RWBY. Spider-Man is a product of Marvel, RWBY is a product of Rooster Teeth._

Peter Parker was just your ordinary guy, if your ordinary guy was a huge science nerd. He was never really a social person since he was born, with no muscle or fat in any part of his body being visible, and a squared pair of glasses that just screamed mister popularity.

That all changed when he was just 15 years old. Now he didn't get tired enough of the constant bullying he received to actually start working out. He was just at the wrong place in the wrong time. Being the nerd he was Peter decided to attend an exhibition of the handling of nuclear laboratory waste materials. His amazement led him to be unaware of his surroundings, especially a spider that happened to be in his hand. But this wasn't any ordinary spider; this one was irradiated by a particle accelerator that was in the exhibition, and it decided to land a nasty bite on him. With the spider gone, but the pain still present on his hand, Peter decided to stumble home, cursing his luck for the bite. He was so concentrated on his thoughts that he failed to notice the honking of a truck that was heading straight towards him until he felt a weird buzzing inside of his head, making him jump with all the strength he could muster away from the street and the speeding truck. Realizing the feet of strength, speed, and agility, he started to look down, since he almost failed to notice that he was not on solid ground, but clinging on the surface of a building, very far from the ground.

When he finally went home, he was greeted by his uncles, since he was an orphan and lived with them. He returned their greetings, but his mind was clouded by what just transpired during the day, he went up to his room as quickly as he got the chance. Up in his room, Peter ended up realizing that the spider bite gave him these amazing powers, giving him the proportionate strength, speed, and agility of a spider, along with a danger sense which he ended up calling his Spider-Sense.

He ended up seeing an ad about some cash prize while going to school the next day, which said that, if he could stay in the ring for three minutes with the wrestler Joseph "Crusher" Hogan, he would keep the money. Deciding to test his newfound abilities, Peter sew himself a red mask in case of the embarrassment he would take if he lost the match, but ended up easily defeating his opponent with his agility and strength being superior than his opponent.

Unaware, Peter put on a show that interested TV-producer Maxwell Shiffman, who convinced him to go on television. Peter designed a red and blue suit, with web patterns in all of the red parts, with a small black spider emblem on the front of his suit, and a bigger red one on the back. Using everything he knew about, Peter also designed a pair of wrist mounted web-shooters, along with fabricating a fluid similar to a spider's web, which was strong and yet flexible, and decided to go on the show.

He got everything going for him. But that all changed when he saw a thief stealing. Being who he was, he decided that it wasn't his responsibility to do anything to stop it, so he decided to let it be. Days passed, and his popularity got bigger and bigger, until the day that something horrible happened. Walking to his home, Peter saw that there were police cars parked outside. He ended up learning that his uncle, Ben, was murdered. Hearing from one of the officers where the murderer was hiding, Peter decided to take matters on to his own hands, and changed into his Spider-Man costume to capture the guy. Peter found the hiding spot pretty easily and ended up knocking him out, not killing him due to his uncle not approving of it, but, upon finding out who the killer was, Peter was shocked to find out that it was the same thief he let go a few days earlier. The guilt he felt led him to remember the words that his uncle said every day, the last words that he ever said to Peter.

"Remember, son that with great power…"

"… comes great responsibility." Said a very groggy Spider-Man, finally standing up from his uncomfortable sleeping spot, even if the grass was kind of cushioning him.

He stood up, and started flexing his aching muscles, he realized that he was in the middle of the day, and was ready to go again. Until he remembered the events of yesterday. With an aching heart and tears in his eyes, Peter stood there facing the ground just in front of him.

"Fury!" Peter yelled while raising his hand to his ear, trying to reach the Director of SHIELD through his earpiece.

Upon receiving no answer he tried again, several times before realizing that the communications did not reach him. He reached underneath his mask and retrieved the earpiece, before throwing it to the ground and smashing it with his foot in frustration.

"I failed again." He thought to himself. "I couldn't save Aunt May, just as I couldn't save Gwen, or Captain Stacy, or Uncle Ben. The Goblin is right, I only bring pain to those I'm close with, but he will pay. I swear on every part of my body that he will pay for what he did!" ended the sad and angry Spider-Man.

His train of self-loathing and Goblin-loathing was cut short when his ears picked up the sound of growling behind him. Turning around, he was surprised to find nothing, only the trees and grass of the forest, but his Spider-Sense started buzzing. And if there was one thing that Peter has learned in his career as Spider-Man was to always trust his Spider-Sense.

"Come out, come out wherever you are." Spidey said in a sing-song voice, expecting to face the threat.

What he didn't expect was to find a large wolf, scratch that, a very large wolf, almost . What surprised Peter was that it was standing on his hind legs, it was black, and had long, sharp claws, add in the fact that it had crimson red blood eyes, and you got yourself the worst pet ever.

"Wait, are you a werewolf? Did I end up being transported to the dimension of Harry Potter? If I did, I so want to learn some of those magic spells that they do." Said Peter, thinking out loud to himself, but loud enough for anyone close to hear him.

The growl of the wolf was all he got for an answer. As well as the black hairs of the wolf started spiking up in anticipation for a meal.

"Aw, you want to talk to me Lupin? Well, you see, I don't really understand werewolf, so you have to transform back for me to talk to you." He said, before he realized something, "Wait, weren't you supposed to transform only when there was full moon? What gives?" he ended up asking with his thumb under his chin, and his index finger over it.

The wolf got down to all fours, slowly walking towards its new-found prey, growling a lot more vigorously than before. Lurking forwards until he was close enough to lounge at him, ready to kill him in any second.

"Oh, what the heck, I'll try Lupin, but I'm not really good at it." Peter ended up saying before he started growling at the wolf.

Unbeknownst to Peter, there were two more of the wolves waiting in the protection of the trees, though they had some kind of bone like mask that covered the majority of their heads except their jaws with some red lines running vertically across their eyes, as well as bone like spikes coming from their arms, shoulders and backs, ready to pounce at him at any given moment, with a third one, only this one was bulkier than the rest, and had the bone like mask and some patches that could be used as armor around its body, this one was twice the size of the rest of its pack.

"Hey, Lupin, you have to admit that I'm trying my best here. Although, me not being a werewolf complicates things for me." He said. "You want me to pet you? Is that what you want?"

Peter scratched the back of his head, or mask in this matter, knowing that if anyone saw this, they would consider him crazy, but it was a coping mechanism for him. Ever since he started battling crime, Peter was scared as any 16 year old should be in his position, so he started making jokes and puns in order to cope with the fear. It did have a nice drawback, since he could annoy people, which made them get sloppy, but against enemies that didn't understand a word he said, it didn't have the same effect.

The wolf was getting closer and closer to his soon-to-be prey, already savoring the meat and blood from him. When it got close enough to Peter, he lunged with all the strength his legs could muster, traveling at high speed towards its target. That was until the target jumped high, back flipping, making the wolf's lunge go underneath where he was.

As Peter landed, he couldn't resist the urge to talk again to his attacker, "Now, now, there is no reason to attack me; I just wanted to see if I could, you know, be a part of the pack. Follow the ways of the big, black, scary looking wolf." Peter turned around, seeing that the wolf was regaining his footing, decided to jab at it again with his motor-mouth. Peter really needed to joke around. Needed to cope with what happened to him just a day ago, and that was why he was kind of glad that something attacked him, not because he became a masochist or anything, but because he needed something to punch and some of his jabs directed to.

The wolf decided that, since his surprised attack failed, he needed to finish this as quickly as possible. It rushed at Peter, who was standing as if nothing had happened just before. Taking a swipe at him, which it saw being dodged when Peter bended his knees enough to make his go almost parallel to the ground, making the arm of the fox go sailing above him. When the momentum of its strike moved the wolf went right above Peter, he took the opportunity to strike at the base of its skull, effectively launching the wolf flying a few yards away, getting the top of its skull to crash against the trunk of one of the immense trees that surrounded the area, knocking the wolf unconscious.

"Now, the bad thing about you is that I have to hold back." Peter stated, not knowing if the werewolf was unconscious yet, until he saw that it made no movement to stand up again, "I'm no Punisher, and I'm glad for that, imagine cute little ol' me getting people terrified me." He said before lifting his hands up to his chest, and grabbing some of his costume. "I mean, look at me! I'm adorable."

When the werewolves that were hiding behind the trees saw that their partner was not getting back up, they growled, showing big fangs that adorned their mouths, but also gained the attention of a certain Parker.

"So much for the element of surprise, huh?" inquired Peter, when he turned around, looking in the direction of the wolves.

Almost as if on cue, all three of the wolves went out of the cover of the trees, the smaller ones leading, while the larger one was in the rear, all of them looking ready to turn Peter in to a bloody corpse.  
"I'll give a ten out of ten for synchronization, but you look so ugly that I'm going to have to deduct some of them to a cero out of ten. Sorry, try again next year." Peter ended up saying to the wolves that were closing in on him.

When they were close enough, the biggest one, clearly the alpha of the pack, growled louder than before, showing the sharp fangs in its mouth. The two other ones rushed at Peter, with the alpha following soon after, ready to overpower him with their numbers.

"You also want to be pet? Because I could pet those incredibly cute looking spikes coming from your body, but I don't think that's the best for my health." Said Peter, who, for the first time today stood ready for a fight. Although, secretly he was trying to calm his nerves for the upcoming fight, the wolves seem that they could rip him to pieces if he wasn't careful around them, especially since they saw how he took down their pack member.

'Seriously! I just wake up from the worst day ever to find myself fighting for my life! Again! This is getting ridiculous! What are these guys anyway?' Peter thought to himself while seeing the fast moving form of the black wolves coming straight towards him.

A few feet before they reached him, the two smaller wolves jumped directly at him, while the third kept his fast pace trying to attack him from above and below.

When the forms of the flying wolves were about to reach Peter, he leaned back, and let his feet in the air, getting himself in a hand stance, and met them with a well-placed kick in the gut of both of them, sending them flying towards the trees back first against the trunks, making them unable to get back up. Meanwhile, Peter used the momentum of the kick to rush at the last wolf, meeting him with a devastating punch to the face, even if it was twice as tall as Peter, that sent it sliding a few feet, but the wolf stood its ground despite the new cracks on its mask.

"Wow, you are big. You should a job in getting the toys back from the trees to little boys and girls. I mean, you certainly can climb a tree so that is the only thing you need. Although, if you start spinning a web, you'll be forcing me to sue, because that is my shtick, like this." Peter said before extending his arms towards the wolf and pressing his middle and ring fingers to the middle of his palms, making a web line shoot from his wrists towards the wolf.

The webs grabbed a hold of the wolf until he was in a web cocoon, making him unable to move a single inch. Seeing its trapped state and the slowly. It growled in defiance, trying to use its spikes to slash the cocoon open, but to no avail as the web didn't give in.

"You better stop trying, those webs are not going to be cut with you spikes." Peter spoke again. "By the way, how do you manage to not hurt yourself with those spikes? Because if I had any spikes coming out of me, I would end up poking at myself a lot. I mean, I thought Wolverine was bad enough with his claws, but you got the whole package, even behind you back and shoulders, you must make a killing as a back scratcher." Peter finished his jab, before punching the wolf exactly where he punched it before, making the crack even more noticeable and the footing that it had be completely gone as it lost consciousness.  
"Man, that was a toughie work out guys, but thanks, you all took some of the stress I had." Peter jabbed. "Now, I could join all of you in this big sleepover party, but I don't think momma spider would approve. So goodbye and sleep tight." Peter said before jumping towards a tree, and landing with his hands and feet in the trunk, started scaling it.

When he reached the top, he decided to look for any sign of civilization in the mass of trees. He saw nothing but treetops for a long while, before turning around and start looking again. He was able to see the top of a big and high wall, dwarfing all of the trees, and started jumping from treetop to treetop towards it.

When he reached the tree closest to the wall, he jumped at it, scaling its smooth surface with ease. Upon reaching the top, he saw the streets of a city, along with colorful buildings from varying heights. Peter decided to drop down, and make sure not to be seen. Trying to see how life was in here. Upon reaching the roof of a relatively small building, he peaked his head out, making sure that he wasn't seen, seeing the colorful people that were walking in the streets bellow. What confused him was that some of them were walking with weapons with them. He saw some guy with a sword and some others with guns, walking and being acknowledge as if it was normal.

Peter decided to change into some civilian clothing, concentrating, he turned the body of the spider symbol on his chest and felt as his costume shifted to a plain black long sleeved shirt and blue jeans with some grey and white sneakers.

"Long sleeves in this weather? I still need to figure out how make the street clothes better." Said Peter to himself, as he dropped down in the alley between the building he was in and the one next to it.

'I'm really glad that Reed let me keep the suit, it would have been a pain if I had the original with me and had to walk around with it that would have been embarrassing.' Peter thought, while leaving the alley and making his way through the city.

Peter wandered around aimlessly, thinking about when he joined the Fantastic Four, then called the Future Foundation, and, as a part of that, they gave him the suit build with unstable molecules made by non-other than Reed himself. The suit was able to transform in to anything that he thought of if he concentrated, and never got dirty, which made it easy for a quick change.

Peter finally stopped daydreaming about his activities back in his world when he spotted a building on top of the steps right in front of him.

'Thank God that these people speak and write in English!' Peter thought, before entering the building which read on top of the door 'Vale Library'.

Upon entering, Peter saw that this library was like any other library in his world. Only that it was huge! There were stack upon stacks of books everywhere. But the first order for Peter was to find a bathroom, despite everything, he still was dead tired and needed to splash his face with water.

Peter searched around the right wall, which was smooth and completely white. He reached the end and turned the corner, seeing a sign for the male bathroom.

He quickly went in and turned on the sink, splashing as much water in his face as possible before looking up to the mirror and seeing for the first time the bags underneath his eyes, which were bloodshot, making him remember how little he slept during the attack of the Sinister Six, and that his nose was bright red from the punch that the Goblin made before transporting him here as well as a few bruises from various punches he received from the Sinister Six.

'That is going to hurt when I start feeling my face again.' Thought Peter, before grabbing a paper towel and drying his face. Making sure to throw it in the trash, Peter left the bathroom and headed for the counter that he saw when he first entered the library.

Upon seeing it, he saw a female librarian with a blue over shirt with a white shirt underneath, with purple glasses over her green eyes and had long brown hair; she was looking down at a book with great interest. But what Peter found most intriguing was the fact that he could see two bear ears coming from her hair.

"Um, excuse me?" Peter said trying hard not to stare at her ears while trying to get her attention.

"Yes, how may I he-" She was saying with a smile on her face while looking up from the book she was reading. But she stopped herself upon seeing the face of a young 16 year old that was battered. Her smile turned serious, and the shock in her eyes was visible for any onlooker. That shock soon turned into concern as she saw the boy was a little in the scrawny side, though she could detect some form of muscle here and there.

"Please, how may I help you?" She said, making mental route onto where the first aid kit was.

"Um, I was wondering where the history section was, if you could please tell me." Peter shyly said, obviously aware of the wide eyes of the woman was giving him the moment that she laid her eyes on him, and knew that the reason for that were the bruises.

To say the woman was caught by shock was an understatement. This boy that needed at least first aid was only going to ask her for directions! She tried hard to compose herself, but the concern in her eyes was still evident.

"S-Sure, just take a left from here and the shelves against the wall are the history books."

"Thank you very much!" said Peter, before going to the history section that he was pointed too, grabbing a dictionary and the biggest history book he could find and started digging in all the information he could gather.

To his surprise, this world is vastly different from his own, since both of them share so many similarities.

He saw that this world, called Remnant, was divided in four kingdoms. These were Vale, Vacuo, Mistral, and Mantle. But it wasn't always like this. The first war, or, as it's called, the Great War, insured the creation of this kingdoms with the negotiation in Vytal, a small island relatively close to Vale. The negotiations also brought the Academies for people to fight the creatures that attacked him, which were called Creatures of Grimm.

He saw that the Creatures of Grimm were creatures born soon after the existence of mankind, and that there are many form that they take. The ones he fought were called Beowolfs, but also he so creatures that represented various animals, like a boar, named a Boartusk, a giant scorpion, called a Death Stalker, a bear, called an Ursa, and a giant bird, called Nevermore.

He also saw that there's stuff here called Aura, which is the manifestation of one's soul.

'Wait, so in here there's proof a soul, an actual soul!' Thought Peter, incredulously staring at the passage. 'And this aura is something that is a way to portray of that, and it's used both as defense and offense!?' The shock in Peter's eyes was evident. 'I wonder what Reed could do with this information.' Peter said, thinking of people able to defend themselves from attacks by just the thought, but then discarded the idea with a shudder as he saw someone like Doctor Doom or Venom with that power.

He saw that Aura was used mostly by Huntsmen. These people intrigued Peter, since their job was to keep the peace in the kingdoms in Remnant. The manipulation of Aura made the able to develop a Semblance, which was unique for everyone.

'So these guys developed superpower just cause?' Peter thought before groaning, 'Really? Why can't my life ever be simple, why couldn't the Sinister Six just transported me into an island full of beautiful supermodels?' Peter thought before starting to read again.

'This also says that the Creatures of Grimm doesn't have aura, so they don't have a soul. So are they not alive?' Peter thought, considering whether he should hold back against them or not if he was caught in another fight against them. 'If they are not alive, then there's no point in holding back!' Peter finally came to the logical conclusion.  
Continuing his research, Peter found out the people with animal features are called Faunus and, apart from the animal traits, the only difference was their ability to have night vision, his search in the history book led to the Faunus Rights Revolution, which was for the equal rights of Faunus, which succeeded, but there still remains a lot of discrimination against them.

'Man, even here no one seems to be able to catch a break; I wonder what the mutants back home would think about these guys.' He thought, before failing to suppress a laugh, which turned into a snicker at the thought of Wolverine with cute little dog ears.

While looking through the dictionary, Peter stumbled towards the definition of something called Dust. This thing works as an energy producer. Being able to be used as a source of energy that is very versatile, being able to fuel car and airship engines. Also, Dust has been very useful in combat, as a weapon, it has many uses, since they can be used as fire, lightning, ice, and many other elements, and it comes in crystals and powdered versions, making them able to be used by many fighting styles.

'Man, this thing sounds great. It seems like an energy material that could put oils to shame; I wonder if I could test it back home if I ever return.' He discarded that thought as he read through that Dust is able to work outside of Remnant's atmosphere, hence why space traveling is not possible here.

Peter continued reading through, losing track of time, as his brain registered all the new information that he was receiving. That was until he was tapped on the shoulder by, as he found out when he turned around, the woman from the counter that had a sympathetic smile upon seeing again his bruised face.

"I'm terribly sorry for distracting you, but it's already late, and the library is closing soon." She said while having her hands behind her back.

"Oh. No, I'm sorry, I guess I just lost track of time here. I should've realized how late it is, I'll be going now. Thank you for the warning." He said while getting the books from the table he was reading in and proceeded to put them back where he found them, noticing the now empty library and the darkness coming from the windows.

"Well actually, I saw your face and the bruises." She said, making Peter winced at that, now she probably thought that he meant trouble, which really wasn't far from the truth actually.

"I wanted to see if you could let me patch you up." She said while showing the first aid kit that she was hiding behind her back.

This caught Peter by surprise. He has met many people throughout his life and very few would have done what this woman just did. The only ones that came to mind were his Aunt May and his Uncle Ben, but this was a total stranger offering her help to him.

"You really don't have to do it" Peter said after a small pause. "I wouldn't want to be a bother to you."

"Nonsense, it wouldn't be any problem, and I see that you need some bandages that I have here, so, could you please let me?" she asked again while forming a genuine smile at Peter.

Peter was in an uncomfortable spot, he wanted to refuse, to not bother her at all with his problems, but upon seeing her smile, he couldn't bring himself to say no.

With a sigh, he finally gave in. "Yes, thank you so much miss…" Peter said, trying to get a name from the lady.

"My name is Violett." She said, "Violett Blau." She said as she sat in a chair and began taking the bandages from the medical kit.

"Then, by all means, Miss Violett, call me Peter." Peter responded. "Peter Parker." He said, as for the first time since he was transported here he smiled a genuine smile.

When Violett was done, Peter was feeling the bandages covering most of his head; even parts that were not bruised had a bandage on it making barely any room for his mouth, eyes and nose.

"I feel like a mummy." Peter said, though it was slightly muffled because of the bandages, as he stepped from the library.

"Well, it was the first time a wrapped someone up. Sorry for not telling you that." Said an embarrassed Viollet, scratching the back of her brunette hair, and laughing a nervous laugh and closing the library door with her other one.

Peter sighed his discontent. "Well, it wasn't your fault. Thankfully, the bruises will be gone tomorrow."

Peter and Viollet started walking in the street; Peter decided to pay Violett her kindness by walking her home.

Peter walked towards with Viollet to the suburbs, seeing the houses and buildings that had been towering over the city he couldn't help but think of New York, on his old house in Queens, and the buildings he used to web swing.

He was so lost in memories that he didn't notice when they got to the poor parts of the city. There were houses that were empty or barely used at all, since all the color was dissolving. The streets were no longer paved, and the lack of windows everywhere he turned was a clear sign that he was where he would be with the money he had for an apartment.

He also noticed the whole population were Faunus, and that they were all staring at him, making him remember the discrimination against them, and tried to meet the stares with a smile. Then he remembered the bandages al across over his head and realized that they thought he was a Faunus that had been attacked.

"Lovely neighborhood." Peter tried to break the silence that was forming between him and Viollet.

"It's not much, I know." She said, with her head low and a low sigh. "It's hard for us to find a place to live, so we come here and hope for the best."

Upon turning an alley and entering, he saw that the backdoor of the building to the left, which was a little less run-down than the other one, was closed off with key. Peter then heard the Viollet was going through her small hand purse for the keys. Connecting two and two together, he saw that this was her she lived. He was about to make a comment before a voice behind them beat him to it.

"Hey there!" he heard the raspy voice of a grown man.

Upon turning around, both Viollet and Peter saw that the entrance of the alley was being closed off by three male adults; all of them were wearing masks and had white tank tops that showed the muscle bound arms, along with a pair of black saggy sweatpants and black converse. The white male figures showing themselves as big as they could, while one of them had a baseball bat.

"Peter, stay behind me." Violett said, while quickly standing in front of Peter and try to cover him, even if she was smaller than him.

"Aw, look at that, the animal is trying to protect her mate." The one with the baseball bat said, making them all laugh, while Peter balled up his fists in anger.

"Please, leave us alone, we don't have anything that you may want." Violett said, trying to stop them from hurting Peter and herself.

One of them responded, "No one said that it was because you had something. We just want you animals to stop existing." The three of them started walking towards them.

Peter had heard enough, he quickly but gently pushed Violett and he stood in front of her. "Hey, if you need to pass, you should just ask, not insult this beautiful lady over here."

Violett's wide eyes were ignored by Peter as he kept his gaze on to the trio that started laughing.

"Hey, just because you can't get a date with her doesn't mean that you have to insult her, I mean, is not her fault that you are so ugly you have to were a mask in public." He finally insulted them.

That got them to stop laughing and start walking forward trying to look as intimidating as they could. "What did you say?" the only one that didn't say a word before finally spoke.

"And, you don't even listen, no wonder you cannot land a girl, all the information enters one ears and exits through the other." Peter said at last.

That got the men that didn't have a bat to rush at him. Making Violett closed her eyes, not wanting to see Peter getting hurt. She heard a few punches followed by two grunts and open a fraction of her right eye to see Peter standing there as if he hadn't move, but the assailants were on the ground in front of him.

The last assailant decided to avenge his fellow comrades by rushing at Peter, baseball bat ready to strike.

He swung with all his strength at Peter, but saw as Peter dodged it with is by crouching and saying "Strike one!"

He adjusted his body, trying to hit Peter's crouched form. He swung again with an overhead strike but Peter dodges it by sidestepping to the right while saying "Strike two!"

The assailant decided to get him and swung from directly down to the left and up, but Peter jumped above the swing and landed in front of the assailant saying "Strike three!"

Getting pissed, he decided to swing the bat to the right and saw that Peter didn't make a move to dodge it; instead Peter raised his right hand and caught the bat with ease. The assailant tried to pull the bat from Peter but it wouldn't budge. Peter took a step forward before screaming "You're out!" and landing an uppercut that made the assailant land on the street outside of the alley, with his comrades with him soon after, making Faunus on lookers to wonder exactly what happened.

Peter cleaned his hand while looking at his handiwork on the street, before turning around and seeing the wide eyes of Violett.

"So, seems like I just took out the trash and you are home safe, let's say this makes us even for the bandages, ok?" Peter said, clearly uncomfortable with the way she was looking at him.

Violett shook her head, trying to stop staring at him with amazement. "Yeah-I mean no!" she said, which startled Peter a bit.

That was until she hugged him hard. "Thank you! Thank you! Thank you!" she said quickly.

"It's no problem really he said, I'll just go-." He said until he passed out in her embrace, the exhaustion catching up to him again.

"Peter?" Violett asked. Wondering what stopped his talking. She soon realized that he passed out and her face formed a sad smile.

"Thank you so much."

 **A.N.: So hey again. The reviews and PMs I received were awesome, thank you guys. And thanks to everyone that followed and favorite this story, you guys rock.**

 **I know that this chapter was more of an expository chapter than anything, but the next one is going to have more action, I swear.**

 **Also, one of the girls from the team will show up in this chapter, so make sure to read.**

 **Violett was someone that I had to create in order for the chapter to make sense, and for Peter to encounter the discrimination of Faunus.**

 **I used the Color Naming Rule from RWBY to name her, Violett meaning violet in German and Blau meaning blue in the same language.**

 **As for the pairings, it is still undecided, but people have asked if I'm going to pair Peter with Ruby or all four girls, please leave your opinion in the reviews or PM me.**

 **Again, thank you so much for reading and be ready for the next one.**


	3. The Spider and the Snowflake

_Disclamer: I don't own anything Spider-Man or RWBY. Spider-Man is a product of Marvel, RWBY is a product of Rooster Teeth._

Peter Parker woke up with a start. He found out that he was sleeping on a torn down couch, the sad part being that that was the most comfortable place he had slept in the past two days. Looking around, he saw the yellow walls of the apartment he was in, also the lack of almost any furniture, which were the couch and a little table at the end of it. Standing up, he saw that he was still in the clothes of yesterday, and sighed in relief, thankful that he didn´t have to explain why his clothes transformed if they were taken off, but also that he was still in bandages and had them in his hands.

After taking them off, he went to the only door he could find in the empty room. Opening it, he saw that Violett was up in what looked like the kitchen part of the area, which was divided in that part and the whole space for a small table that could be used as a dinner table if there were few people.

Peter closed the door, and the bang from it caused Violett to turn around and see Peter was already up, and all the bruises in his face were gone.

"Morning!" said an enthusiastic Violett, a smile forming on her face as she saw that Peter was already doing better than yesterday.

"Good morning." Replied Peter, still a little confused as he groggily made it to a nearby trash can and dumped the bandages there.

"Hope you like pancakes." She said again as she turned around again and continued cooking.

"Yea- I mean, what happened? The last thing I remember was beating those guys up." Said Peter, finally recollecting the memories of last night.

"Well, after that you sort of passed out." Said the bear Faunus while still concentrating on her pancakes. "So I decided to take you up here so you could rest your sleepy head."

She finally decided that they were ready as she put each of them in a separate plate. Making her way to the table, she set them both down, one in front of Peter, while the other was set in front of the empty chair in front of him, when she turned back around and poured some milk in two glasses and collecting some honey.

She finally set the things down and sat down herself, looking expectantly at Peter, who hasn't even touched the food, with a smile still on her face. Peter stared right back, thinking of his Aunt May, and how she took care of him all the time.

This made Peter tear up a bit at the memory of his aunt, but the look of concern that Violett was giving him made him shake his head and focus on the food in front of him. He took a small bite and was quite pleased with the taste. Chewing slowly as to savor it, he swallowed with a big smile.

"This is great, thank you so much." He said to Violett, making her smile return even bigger before she reached for the honey and started to pour it in her waffles.

"Think nothing of it. It's the least I can do for you after yesterday." She said, remembering the night before.

"These attacks have happened more often since the White Fang decided to become more aggressive." She said to herself.

"The White Fang?" Peter asked before drinking some of his milk, clearly confused.

This shocked Violett. One had to be leaving under a rock not to have heard the news of the White Fang and their attacks. But seeing the confused look that Peter was giving her, she decided to explain it to him.

"After the Faunus War, the Faunus gained the same rights as the human beings." She said before sighing. "But, the Faunus were not treated equally by them. The discrimination led to physical violence, and some Faunus decided to stand against that, making peaceful protests against these actions. This group was called the White Fang, and almost every Faunus were supporting them. But, when the leader of the group stepped down, the protests turned violent, stealing and attacking humans. Some people even call the White Fang a terrorist organization now, so Faunus stopped supporting them."

Peter heard every part of it, and couldn't help but feel frustrated at this. He guessed that what they say is true, hate only breeds more hate. He thought of all the things he has done as Spider-Man. All the people he saved and the people that hated him, only because of J. Jonah Jameson, how he wanted to quit because of all the hate he was given for everything he did.

'I guess that people need someone to protect the.' Peter thought. 'And I know who is going to do that.' Peter smiled again, ready to start going to the city.

Finishing his pancake, he jumped from his seat and walked around the table before giving Violett a hug, leaving both of them to start blushing scarlet.

"Thank you so much Violett." He said before going outside, leaving her shocked and happy at the same time.

'Now, if only he was older.' Thought Violett while finishing her honey covered pancake with a giggle.

Peter quickly stepped out of the building quickly, before jumping to the one in front of him and start scaling the wall. Reaching the rooftop, he quickly looked at the neighborhood bellow, and turned a spot on his chest, quickly turning into the iconic red and blue that covered him head to toe.

He jumped from the rooftop, feeling the air as he fell to the floor and quickly raised his right hand spinning a web line that landed on Violett's building before he started web slinging away.

"Watch out Remnant, you just got your first case of Spiderities" Peter said, "And I'm a germ that is hard to get off."

* * *

Even with all the stress that it caused the shoulders, Peter always found web slinging relaxing, with all the air going around him, it felt that his body was free. The slinging hero finally stopped at the side of a building when something caught his eye. He saw a pair of men with masks that covered the top half of their faces, had matching white uniforms with black sleeveless shirts barely visible in their collarbones. They had a black belt around their waists and had a black hoodie on.

Peter stopped as he saw that the pair were getting inside a shop, both of them with a gun on their hands. Peter dropped down and rushed inside the store when nobody was looking, taking to the ceiling the first chance he got.

He looked at the men heading straight towards some kind of tube that had Dust in powdered form. He saw as the men loaded up a canister each of them had before turning to the cashier. Upon closer look, Peter realized that the cashier had Dust in crystal form in display all around him.

"W-What do you want?" Asked the young cashier, eyeing the guns that each men had in their hands.

"Oh, not much." Said one of the men. "Just fill this bag with all the Dust that you have." He said, before throwing said bag towards the cashier's face.

"Man, oh man. Bad guys just were never told about courtesy were they?" The voice made all of them look up.

They saw a red and blue figure crouched against the ceiling, with nothing but his feet and hands against it. Both men raised their guns, ready to shoot at it, but couldn't do anything as the guns slipped from their hands and they saw them hanging from white lines that the figure was holding.

"Oh, boy! For me? Thanks, you guys!" Peter said before dropping down and kicking one of the guys into the other.

"Unfortunately, I didn't bring anything for you, but I did bring a pair of knuckle sandwiches, I guess you could have them." He said as both men started getting up.

They both rushed at him while he waited. They both jumped and pumped their fists back. Peter, jumped to the right, landing on the counter as the men punched the floor that he was standing just a few moments ago.

"Nice jump!" Peter said, "Now it's my turn."

Peter jumped directly at the men, punching the closest one in the gut, sending him flying against the door, which flung open with his body, and kicking the other one though the same door.

"Hey! You okay?" Peter asked the shocked cashier as he saw the door the men were send against.

"Y-Yeah, th-thank you." He weakly said, as the color was just starting to appear in his face.

Peter jumped feet first against the door, landing just outside of the store. He saw the groaning forms of the two downed men. He quickly webbed one up before picking up the other one by the front of his shirt.

"Now, would kindly tell me who made your matching uniforms? I'm thinking of getting one myself, except with no so much white in it." Peter asked.

"The White Fang-" He started to shout, before getting his mouth webbed up.

"That's all I needed to know, thanks!" Peter said before webbing him up as well just beside his buddy.

A few seconds later, Peter returned inside the store. "Hey, here's the Dust that they stole." He said before throwing the canisters towards the cashier. "You should probably call the police; tell them that they are caught in front of the store.

"Y-yes, thank you so much mister!" said the cashier. "But, if you don't mind me asking, who are you, sir?"

Peter turned around. "I'm just your friendly neighborhood Spider-Man." He said as he leaped from the store and started web slinging away from the scene.

'I thought the White Fang only consisted of Faunus.' Peter thought as he saw the knocked out figure of a human in a black suit with a black shirt, a red tie, the red lens of the glasses he was wearing, since Peter smashed the other one broken, and the fallen black hat that the man was wearing.

Peter was having a hard time stopping all the robberies happening all over the city. What he thought was weird was that the thieves only went for the Dust, never for the cash or anything else.

That train of thought was cut when he heard a TV on display saying some breaking news, he turned around to see if it was anything important.

"This is the Vale News Network with breaking news. The criminal known as Roman Torchwick has been spotted leading various robberies of Dust all throughout Vale. The criminal has been strictly stealing Dust from all the stores throughout the last couple of weeks; please contact the Vale Police Department if you have any information on his whereabouts."

Peter saw as Torchwick was presented through some mug shots of an orange haired smiling man, who Peter had to guess was him, with a white coat.

"So, he only targets Dust, huh?" Peter asked to himself. "Maybe he has a connection with blackie over here; they certainly have the same weird sense of fashion." He said while web slinging away from the scene as he heard the police sirens closing in.

'I need to start gaining some money as well.' Peter thought while sighing inwardly. 'You can't really live off as a vigilante who works for free.'

It was time like this that he wished he had his camera with him. Taking pictures of himself was something that he mastered, especially after the tracker that he put on his suit, making the camera follow the spider on his chest. But if he had to hear the counterpart of JJJ, he would hightail out of there. What he's been through was enough for one life time, thank you very much.

He was so caught up in his head that he almost failed to hear a scream coming from his left. Letting go of the web he was currently in, he shot another one and landed high on the side of the wall. When he looked down he saw a couple of Faunus surrounded by three men.

The male Faunus, who had wolf ears, was bloody and bruised, while the female one was looking terrified for him and herself.

"That will teach you animals!" One of the assailants said. "A bunch of freaks don't deserve the same rights as humans."

"Maybe you should tell yourself that." Peter decided to butt in. Making everyone present turn their heads up. "But, of course, I'm only speaking of experience. The fact that you can't live your life without hurting someone because they're different kind of makes you a freak. But who am I to say, you could call me a freak for running around in a red and blue spandex." He said while dropping down, landing directly in front of the closest assailant and whacking him in the face, making him fall down, unconscious.

"And can't you let this fine people be on their date, I'm pretty sure your mom would disapprove of your way. Ah, I can picture it now." He said, before bending his back forward, "Little Johnny, how many times have I told you to stop going around and beating people up, don't make me call your father." He said, trying to sound as an old lady.

"Why you little son of a-"The assailant started to say, before getting his mouth webbed up.

"You were going to say son of a spider, right? Because there are children present." Peter said matter-of-factly as he lowered his arm.

Peter jumped at them and delivered a punch to the remaining two guys, throwing them to the wall, where they ended up because of the webbing that covered them, while Peter also webbed the third one in the ground.

"So, you guys ok?" Peter asked the Faunus.

"Yes, thank you." Said the female one, taking the weight of her partner.

"No problem, it's what I do." Peter said as he fired a web and started slinging away

* * *

The beautiful moon was on top of Remnant, the broken pieces not being visible even, but you could see that it was shattered on the side. But that didn't stop it from shining in the black peaceful night.

Well, peaceful for some, but not so much for a lone figure swinging through the air around the city. Spider-Man has been going non-stop, stopping every crime and assault that came in his way.

"Man, I've been doing this all day, and I don't even feel tired yet." He said out loud, reaching the end of his swing and ready to make another line. "Guess I've needed the sleep from the two times I've passed out."

Peter stopped at a nearby rooftop, letting his legs dangle from the side of the building, "I haven't even eaten anything since breakfast, but I feel like I could go in a round with the Hulk. Wow, let's not get over ourselves." Peter said, cringing while thinking of the mean green machine.

"But, I've missed this. Getting around the city without constant danger getting thrown at me from every angle, just stopping crimes." Peter thought, "Back when life as Spider-Man was not so complicated."

This brought Peter to the situation he was currently in, the complications that he has to face now that he is alone in a different universe with no way of making a living for himself.

That brought Peter to press his hands against his face, resting his elbows on his legs. 'Just what am I going to do? I have no family, no job; I don't have anything here!' Peter thought desperately. "How is someone going to hire someone that, according to every paper, doesn't exist?"

The desperation was getting the better of him, many numbers and variables were making their way to his head, so many that he couldn't process it all, but there was no logical, scientific answer that he could come up with. He shook his head, trying to clear the cobwebs that were forming, and cursed his luck, his infamous Parker Luck that was running in spades at the moment, with a groan.

"I hate my life sometimes." He came to the most logical conclusion he had at the time.

"Ladies and gentlemen, please welcome, Weiss Schnee." Peter heard the voice of a male voice talking through a microphone to his right, realizing that it was a circular theater that had the walls surrounded be glass and at the roof was a small hole, letting the sound come out.

Peter decided to check it out and swung towards the theater, which he saw was named White Castle, since it proudly said it in the front. Landing on the edge of the hole with a crouch when the applause died out.

He saw in the spotlight bellow a young seventeen year old girl, with pale-white skin, with white hair color tied up in an off-center ponytail that has a small tiara at the base of it, and light-blue eyes. She was wearing a light blue, close to white, thigh-length dress and a jacket of the same color and both of them ended up getting darker at the sleeves or the end of the skirt of the dress. Peter could also make out the black neckline and that the inside of the jacket was red. She also wore a ribbon around her waist, which held up a small bag, and had white heels on her feet. And if Peter was looking behind her, he would notice that the jacket has a snowflake displayed.

Peter heard a piano start playing a soft tune, making him remember of all the music that his Aunt and Uncle used to listen when he was little.

Peter saw that she was standing as straight as she could, and had her hands interlocked in front of her while she was facing a full theater of people, she closed her eyes and took a few calming breaths before she started to sing.

"Mirror… tell me something,  
Tell me who's the loneliest… of all?"

Peter was struck speechless, her soft voice reeling him in to stay and hear the rest of the song.

He noticed that some string instruments sped the music up, but she remained in her spot, ready to continue the song.

"Mirror, tell me something,  
Tell me who's the loneliest of all?"

Peter couldn't help but feel a little tingle of his Spider-Sense, telling of some danger, but not going directly at him, and decided to look around, seeing nothing nearby. But, on second look, a sniper rifle leaning against a window frame but pointing directly at the white girl.

Peter ran forward ready to take the sniper from where he was while the song continued.  
"Mirror, what's inside of me?  
Tell me can a heart be turned to stone?"

Peter leaped high, and using a web, he sped towards the open window feet first, landing a hit at the face of the unprepared sniper, who turned out to be exactly like the guys he stopped that were working with the White Fang and, supposedly, Torchwick.

"Lovely night, don't you think?" Peter asked nonchalantly seeing as the sniper stood up and pulled out a red sword from the holster in his back. "I mean, with the beautiful moonlight, the free concert you must get from hear and the small trickles of rain must make you forget of how awful this place looks! And the smell! Hooee!" Peter said while waving his hand back and forth in front of his masked face.

Peter heard that the piano was making dramatic music, before suddenly stopping, quickly followed by the high-pitched sound of the girl's voice.

"Well, could you tell me who you're working for? I'd rather get the information I need before knocking you out." Peter asked, receiving nothing but a small grunt from the guy that was slowly making his way towards him.

"Not much of a talker, eh?" Peter asked as he leaped high in the air, landing behind the sniper and being a few feet away from him. "That's okay, you'll see that with my infectious personality you'll be talking in no time" Peter said, while making a web line that attached to the back of the sniper.

The piano slowly started playing again, and shortly after the girl started again, only this time she had other voice accompanying her.

"Mirror, mirror, what's behind you?  
Save me from the things I see!"

Peter landed a hard kick to the back of the sniper shortly after tugging the web line that he was attached to. Sending him flying with for a few feet before Peter tugged at the line again, sending him crashing to the ground.

"Oh, tell me something brave wonderer, does thou know the way to the Powerful Wizard of Oz?" Peter asked in his best old English accent.

He received a small grunt from the downed sniper before he stood up and tried slashing at the webbing, only to find out that it didn't cut through it.

"Wrong answer!" Peter shouted before pulling again and landing a hard hit on his chin.  
"I can keep it from the world,  
Why won't you let me hide from me?"  
Back inside, one could see the tied up sniper with a bloody nose looking worriedly at Spider-Man with a hunched back.

"Uh, dude, what are you doing?" he asked a little bit scared.

"The spiders." Was the only response he got.

The string instruments decided to join in on the conclusion of the song as the voices continued, and the girl raised her hands so they were at high at her sides.  
"Mirror, mirror, tell me something,  
Who's the loneliest of all?"

"What?" asked the sniper in a panicked voice.

"I'm Spider-Man. And you're making me mad. I'm summoning the spiders. They will come to my call." Spider-Man said as he crawled his way closer to the sniper. "Hundreds of them. Thousands, and all of them at my command."

Peter started crawling the wall, before getting on eye level with the scared sniper. Spider-Man pressed his hands against his chest, being very close to a very scared sniper. "Because I'm SPIDER-MAN!" he said as the left lens of his mask was wide and the right one was sleeked, giving a creepy look to the sniper.

The piano and the strings died out, along with the voices that were in the background. Leaving the girl to finish the last part on her own as she lowered her arms and returned them to their previous spot.  
"I'm the loneliest of all."

"Okay, dude I give! I give! I'll tell what you want." Said the scared sniper.

"See, that wasn't so bad." Said Spider-Man as he corrected he posture and leaped from the wall, landing on his feet. "First things first. Who do you work for?"

"I work for Junior, i-if you want to see him his at the club just a few streets from here most nights."

"Why would he want to kill that girl?"

"I-it w-wasn't him, Roman Torchwick hired me to kill her, y-you see, she is Weiss Schnee, heiress of the Schnee Dust Company, and since they have had bad relations with Faunus, making them work like animals, and since he is working with the White Fang, he wants to kill her."

Weiss heard the applause and whistles as soon as the song finished. She opened her light blue eyes looking around at the crowd and their happy faces, she looked up, certain that she felt someone watching her in the beginning of the song, but she only stared at the white, bright, broken moon above her.

She closed her eyes again, and with a content smile on her face she took the sides of her skirt and made a respectful bow towards the audience as the white curtains closed off in front of her. She turned around, making her way outside while thinking about her fight with the Giant Armor just days before.

"Was there a plan B if something like this happened?" Peter finally asked.

"Ye-" the sniper cut himself off, not wanting to fail at his job.

This made Peter crouch again. "The spiders…" he murmured loud enough for the sniper to hear him.

"Yes! Yes! There's a plan B!" He practically shouted. "There's a bomb in her limo, set by a timer." Looking down, he saw the time left until it exploded. "It will blow up in forty-seven seconds."

Peter sighed as he made a dive towards the window, landing on the frame, "It's never easy with you guys."

Peter made a dive towards the theater. Looking for a back entrance and a limousine parked nearby. He finally spotted them with a tall man holding a door on the back, and the Schnee heiress approaching it.

"Delightful performance, Miss Schnee." Said the man. "I'm sure your sister would be proud of you, it's such a shame she is in Atlas at the moment."

"Why, thank you so much." She said, although resenting a bit the mention of her sister. "Would you please send me home, I need to finish preparing for Beacon." She said, secretly longing for the week to end so she could start attending.

Upon nearing the car, Weiss heard a small beeping sound coming from within.

"What in the-" she started to ask, but got caught off as a strong arm was wrapped around her waist, along with the man, and were taken off their feet before a sudden explosion got them all to lose their hearing for a few seconds, but the heat was almost unbearable.

She and the man were set down, both of them hearing, although muffled a bit, "Well, it's not a limo ride, but I guess it beats being burned." By a young man.

Opening her eyes, she the red and blue outfit of a fit man, his muscles showing and leaving very little for the imagination, her cheeks started to burn up, but upon raising her head a little, she saw a red mask with black lines staring right at her, with serious looking white lenses.

"What is the meaning of this!?" she asked, not wanting him to notice her red cheeks and trying to sound as insulted as she could be for being carried like that.

Peter had to scratch the back of his head, although this was the kind of response he normally got in New York, but not so much in Remnant, where people actually appreciated what he did for them. "Well, you see, I stopped a guy that was going to shoot you from that apartment." He said, while pointing at the open window that he came from. "And if that failed, there was a bomb in the limo, so I guess that's the short version of it."

The man that was beside them took his phone out, even if he was giving Peter an incredulous look as well as Weiss, but, since he saved them from the explosion, he decided to trust him and told the police the directions and what happened.

"Just, who are you?" She asked, looking at his whole body, trying to remember all the parts of the costume exactly as they were, her blue eyes going all around the young man as she examined him like she examined every Dust crystal she carried with her, making sure that they were top notch.

"Oh, I go by very names." He said, making Weiss's right eye twitch at the evasive answer. Upon hearing the sirens, Peter decided to leave. "But you can call me your friendly neighborhood Spider-Man." He said while turning around, ready to make his leave.

He turned around again, "You have a beautiful voice, Miss." He said before leaping off and firing a web line, making a swing as the police cars were closing in on their spot. Leaving a very red faced Weiss.

Though she would never forget that encounter. 'Spider-Man, huh?' She thought when she started seeing the police cars reaching her spot. Stretching any wrinkle in her dress as she was expected to be top notch even in situations like this.

Unaware to anyone but him, Spider-Man was also red as a tomato after saying that. 'Ugh, nice move smart guy, now she probably thinks that you're a weirdo, if the spandex wasn't anything to go by!' He thought as he began slinging away from the scene making preparations to visit Junior in his club, and making arrangements for a place to sleep that night.

 **A.N. Sooo, yeah…**

 **That was the first time that Peter met one of the RWBY girls, most of it was taken from Symbiosis from Wraith002. The scene was awesome in that one, so please check it out since it's also a Spider-Man and RWBY crossover.**

 **The part of Peter summoning the spider was taken from the comic books, I thought it was pretty funny, and I hope you thought so as well.**

 **I also wanted to make Peter humorous when the song got the most serious, since he's been seen joking at the most serious of times, like when he joked to Captain America after switching sides in the Civil War comics.**

 **Thank you so much for the reviews! I saw a lot of people want Peter paired up with all of the team, but I'm just not seeing it, especially when you take in account that Ruby and Yang are sisters, how the hell would you explain it?**

 **Now to answer the first set of questions I've received:**

 **KeybladeSamurai** **: 1. As you can see in this chapter, YES!**

 **2\. In the future, I don't want them to appear at least until Volume 2.**

 **3\. Yes, Spidey will meet her then.**

 **Feel free to ask any question you would like. And thank you again for reading this.**

 **Cheers!**


	4. Animal Instincts

_Disclamer: I don't own anything Spider-Man or RWBY. Spider-Man is a product of Marvel, RWBY is a product of Rooster Teeth._

The pale face, the pale blue eyes, the hairs that were standing all around her body, that´s all Peter could see. The vivid image of the person right in front of him, as she was kneeling and taking hard breaths trying, and failing miserably, to calm herself, before red covered the image.

The red and yellow of flames vividly dancing all around him, making him unable to see outside of them. The desperation clung to him as he was searching a way to avoid the flames and get to her, the woman she just saw.

Upon seeing no way of escaping the ring of fire he was in, Peter decided to take caution to the wind and dived straight in, feeling as the flames enveloped his body, and the burns leaving him to cry in agony as he went through them.

Upon reaching the other side, Peter saw the flames start to die out, and Peter saw the body of the woman, lying disturbingly peacefully on the ground, her legs curled to her right, while her hands rested on top of her chest in silent prayer, almost as if she had accepted her fate.

Peter rushed at her body, kneeling beside her head as he made an attempt to bring her back.

"Come on, please don't leave me." He desperately whispered, shaking her hand a little bit to get her to react. "I need you, please don't be dead!" He let tears slip from his eyes, making their way down as the drops landed on her face.

That all stop when Peter heard a maniacal laugh, surrounding every part of the dark place and making an echo. Peter looked up, trying to pinpoint the source of the voice as he held the face of the woman protectively in his arms. He knew exactly who laughed like that. It was the person that made her like this, the person that took her away from him.

The laughter and the echo subsided, making way for the voice to finally speak. "You've. Failed." Said the voice, leaving Peter tenser than he already was, but also more scared.

He looked at her face once more, only for it to display a wicked smile across its face. The smile was bigger than the face could've handled, leaving streaks of crimson blood to fall from the lips. This scared Peter, making him recoil away from the body, but still close to it. He noticed that the eyes began to open up, before they shot open making Peter see the yellow eyes with red pupils before the body spoke, only it was in the voice of the person that Peter hated the most.

"Parker." It said, before cracking a laugh, almost as if she was laughing at her own joke.

"No! No!" Peter whispered, clutching at his head, trying to block the echo of her words. "No! No! I'm sorry! I'm so sorry…"

Peter woke up with a start, he noticed the abandoned room he was in, and the mattress that has seen better days he was lying on, before he clutched at his head and screamed at the top of his lungs, "Aunt May!" Letting the tears roll down on his face as he tried to keep a hold of himself but sobbing uncontrollably at the fresh memories that he just had.

He wanted to make a joke, wanted to do anything to make the situation lighter, but nothing came up. Only the terrified eyes of his aunt seconds before she met her fate just right in front of him.

Minutes later, the sobbing stopped. He was finally getting a hold of his emotions and wiping the tears away with his sleeve.

'Aunt May wouldn't approve of this.' He finally thought. 'She'd want me to move on just like what happened with Uncle Ben. But I didn't even give her a proper good bye. I'm never going to be able to visit her grave.' He finally thought, rocking himself back and forward, making sure all of it went away for him to feel confident about himself again.

He finally stood up. Making the preparation of his unstable molecules suit to make a Spider-Man suit, and turning the front of his chest for the transformation as he closed his eyes with a sigh.

'But that doesn't matter now. I have to move on. Spider-Man still has a responsibility with Vale and I can't let Peter Parker get in the way of that.' He finally thought, before leaping from the window and making a swing as he started doing his day patrol.

'That's the second time I've had that dream.' He finally thought while he let go of the web line and made way to his next one. 'This is getting nuts.' He finally thought while he shook his head, getting concentrated in anything that might stand out.

The scream of an alleyway got his attention, as he headed there he saw a Faunus getting cornered by a man with a crowbar. He got on the side of the building before making his presence known.

"Man, some people just never learn do they?" He asked as he fell down the alley and landed on top of the assaulter, making him fall over, before he back flipped and webbed him up.

"But, that's why I'm here, to make sure people like you don't hurt someone." He said before he looked back at the young Faunus. "You're okay?" He asked.

"Y-y-you're Spider-Man!" He said, unable to keep the excitement from meeting the red and blue vigilante.

"Um, how do you know who I am?" He asked, making sure that he didn't see the Faunus anywhere before.

"W-w-well, you appeared on the news yesterday, about someone stopping robberies and attacks against Faunus, they all described someone exactly like you and said that his name was Spider-Man." He said fast, so fast that Peter almost didn't catch everything.

"Especially after saving Weiss Schnee, the interview with her was mostly of how she survived the bomb in a limo and she said that it was because of you." He said.

Peter remembered that day, the day he saved the heiress of the Schnee Dust Company three days ago, ever since then, all the news kept asking who was Spider-Man. He went to Junior's Club every night since then, but no luck as the big man was apparently somewhere else.

Apparently he already made a name for himself in Vale, maybe news of a masked vigilante that can do anything a spider can is interesting news even here.

"Yes, I'm Spider-Man, but now I have to go. Make sure to call the cops on this guy." He screamed the last part as he jumped and made a line to pull himself on top of the building that was closest to him, leaving the young Faunus with a bright face.

Upon reaching the top of the building, he crouched and had to scratch the top of his head as he walked to the other side of the building, ready to go slinging away.

"Well Parker, it seems that you're becoming popular here." He said to himself. "Maybe there's no J. Jonah Jameson that will make a menace here." He said to himself, before chuckling. "No, with my luck, there's already someone trying to frame from some crime." He finally said before leaping and slinging away. Unaware of a dark figure that he left behind.

"Oh boy, only the middle of the afternoon and I've already stopped some muggings, some assaults, some robberies, I might have to call this a personal best." Spider-Man said, feeling relaxed as the tension of the morning was already gone. "I might as well say it. Today is a good day!"

He would've continued talking were it not for his web line being cut mid swing. Making him tumble in midair as he steadied himself, shocked that there was someone that did that. Landing on the roof he started to look around anywhere that could've come from.

His eyes finally landed on a girl a year older than him on top of the rooftop in front of him. Her seventeen year old body being a light olive complexion, with long wavy hair falling on her lower back while on top of it rested a black bow. She has amber eyes, decorated with light-purple eye shadow. She wore stockings that started black with white belladonna flowers on them at her hips but fade to purple on the lower parts of her legs, with her feet being covered by a pair of black low-heeled boots, and white shorts. On the top of her body, she wore a white sleeveless undershirt and a black vest with a white button, though part of her stomach was exposed. She has black ribbons running across both of her arms, though her left arm had a black detached sleeve with a silver band on top of it.

She also had a gray magnetic plate hanging on her back, probably for the black scythe that she had in her right hand.

Peter leaped in the air, landing at the side of the building that she was in, although she didn't make a move since he saw her. He walked toward her until they were only a few feet apart.

"So?" That was all he said, already getting uncomfortable from the calm look that she was giving him and the silence. "Why would you try to kill me? Did you ask me out and I said no? Because I so regret saying that, if I did."

"That was only to get your attention." She replied back, having a sweet voice, but still standing upright and calm.

"Well you have my attention." He said as he crossed his arms. "Could you please tell me what was so important that you had to resort to attempted murder?"

She decided to reach for the plate on her back with her left hand, holding on to it as she tensed he muscles for what was going to happen. "I want to fight you." That was all she said.

"Really!?" He asked, scratching the back of his head, feeling even more awkward now. "Normally a cute girl wants to fight me after I ask her on a date. Now I'm getting shot down even before I ask. Man I'm such a ladies man." He said.

This left both of them with a blush on their cheeks; she was clearly unprepared for the compliment. But Peter was blushing for the fact that he said the compliment and was thankful for the fact that he was wearing his mask to hide it.

'Really! She wants to fight you and you call her cute! You really need a girlfriend.' He thought to himself. Preparing himself for the mouthful he was going to receive for that. But it didn't come, which surprised the red and blue vigilante.

Peter sighed, trying to force the blush down, although he didn't realize that she was in the same predicament.

"Why do you want to fight me?" He asked, trying to forget that he called her cute.

This snapped her out of her stupor and made the blush to die down, "Well, you are protecting the civilians from any crime, whether their human or Faunus. I want to see if you are as good as they say you are." She said.

Although she wasn't going to tell him that she used to be part of the White Fang and was seeing if he could battle against them, she saw what he did to some members, but they were low ranking in compare to some that may come later for the Dust if the robberies continued to fail.

"Um, no thanks?" Peter responded, making his way away from her. "No offense, but if we fight, something might happen that I could've stop if I wasn't here. And the guilt will get over me and that's never fun, especially since I have a knack of feeling a lot of guilt for something."

This got the curiosity of the girl, but upon seeing his retreating form, she decided to act. She turned her weapon to gun form and fired, making it fly, leaving a trail of a black ribbon behind it. When it went past Spider-Man, she pulled at the ribbon, making the other end wrap around Spider-Man.

"Um, you do know I could break the ribbons don't you?" He asked her while eyeing the part of the ribbon that was pressed against his chest.

"I've realized that, yes." She responded while letting him of said ribbons, she then turned her weapon to a scythe form and put it in the plate, making the scythe form bigger, but less deadly as the plate covered the sharpness of the scythe. "Though I would appreciate if you didn't."

Peter turned around to the new weapon that the girl had. "Did your gun just turn into a scythe?" He said while eyeing it with curiosity, since his back was turned when she made the scythe into a gun. "That's so awesome!"

This made her a little annoyed, everyone in Remnant knew of the transforming of weapons since it is pretty common now a days and she thought he was poking fun at her style of weapon.

Peter did notice this, though not in the way he was expecting, 'Did her bow just twitched?' He asked to himself before putting two and two together. 'Now the only question is why would you hide it.' He thought, referring to the girl in front of him.

"You know what?" He said, taking a step closer to her. "I'll do it, been a while since I've had a good fight, but please tell me your name."

"Blake Belladonna, but why would you-" Her question was cut short when a web line tucked at her mid-section.

"Well you see Blake, I mock. I'm a mocker." He said, before tugging hard at the web, sending Blake flying towards him. "Also a puller, a tugger, a yanker." He said, poking fun at the fact that he pulled her towards him.

But what surprised him was the girl's agility; she manipulated her body, making it so she was flying feet first towards him. He raised his arms and blocked the dual-kick with an X shaped block. Pushing her hard away from him. Making her land on her on a slight crouch.

"Man, talk about kicking the can." He replied. "I don't suppose you're going to try and kill me, right? That would suck. Especially since I don't really have healthcare."

Blake started swinging her scythe at the air; this would have confused Peter if it wasn't for the purple waves that she was sending, making his Spider-Sense go like crazy.

He started dodging the waves, taking a leap to dodge most of the low ones. Twisting his body so one of the higher ones from taking his head off. When he started going down, she took a few swipes low to the ground, making him land on his right hand. He pushed himself from the rooftop and launched himself towards her, feet first.

"You mind if I steal your move, I mean, since it looks so sleek and cool," He went towards her fast.

She detached the plate from the scythe and put them both in front of her at the form of an X just like he did moments ago. "Only if you let me steal this move." She replied with a smirk on her face when Peter made contact with her block.

"An eye for an eye, I see." He said as he smirked at his own joke. Jumping from her block and making a dash at the black haired girl. He was ready to uppercut her and almost made contact with her chin until she turned black, completely black, almost shadow-like dark. He made contact, only to realize that he hit only air as the girl disappeared from plain sight.

Peter felt his Spider-Sense tingle, but couldn't stop the sole of a black heel that made contact with his chin, sending him flying a little bit before he landed on his back.

"So, you cloned yourself or something? Because I swore I hit you before you kicked me head into a concussion." He said while rubbing his chin and making his way up, noticing that the plate was back on the sword.

"You could say that." She replied, but was surprised that he caught on her semblance pretty quickly, already seeing that he had sharp eyes and quick thinking.

"So tell me, why would you find it necessary to jump me in the first place?" He said as he saw that she was rushing at him.

"I told you, I wanted to see if you're as good as people say you are." She replied, while drawing her scythe back, ready to slash at him with all her strength.

He met her half way, blocking the swing with his left arm. "Oh, I remember." He said, pulling the sword towards himself. "But I find it very difficult to believe that you are testing me with no reason." He finally said while punching her in the gut, sending her sliding away from him.

Not wasting any time, Peter made a mad dash at Blake, "So what's with the dark getup? Was the other colors to bright for you?"

"Are you seriously talking about the way I dress?" Blake remarked, changing her weapon to its gun form, taking some shots at the spider themed teen. "Have you looked at a mirror lately?"

"What? This is an original." He remarked, dodging the shots before making a dash again.

Blake changed back to the scythe and met Peter half way. "Hard to imagine why."

"Oh, I'm hurt, really I am." Peter swung his fist, but was parried by Blake's scythe. He used his momentum to try and land an elbow at her, only for it to be blocked by the plate she had on her other hand.

Blake took advantage of the situation she was in, or rather, that he was giving his back to her, and swiped her right leg at his legs, attempting to take him down. Spidey sensed this and jumped high in the air, manipulating his body to make a backflip and land behind her.

"Peekaboo!" He said to her as he jumped and landed a kick to her back. Blake used the momentum to roll on her back. She ended up facing at Spider-Man, his tall and relaxed stance. She decided to take action as she swung both her scythe and the plate, creating more purple waves from both of them, thinking that he was distracted.

Peter saw the attacks coming and started summersaulting away from the waves, letting them pass underneath him or over him. When he saw some of them going to the middle, he cartwheeled to the left, ending it with an aerial, though he took the chance when his head was down in the middle of the aerial to fire a web from both arms, seeing as them connect with Blake's heels.

"Got your shoes." He added with a sing song voice, using the webs to make Blake lose her balance as he pulled on them.

Spider-Man jumped high in the air, performing a back flip as he was on top of Blake, he shot a web line and took the scythe from her grasp as well as the metal plate, taking away the only weapons she had.

Upon reaching the floor he turned to see a supine Blake looking straight at him with a smile. Upon noticing that the fight had ended, he started seeing the weapons she had.

"Alright, you beat me fair and square," she said, as she stood up and started walking towards the red and blue hero, who was inspecting the scythe with great curiosity. Although she was holding back and had the sneaking suspicion that he was as well.

He started with the metal plate, seeing how it is small enough for it not to be a troublesome load, but strong enough to land nasty hits. Then there was the scythe. He made a few touches here and there, before he landed a lucky tap at a button. Pressing it, he saw as the scythe transformed in to the gun form with the scythe part going back. Peter was lucky that his Spider-Sense was still working because if it wasn't, the scythe part would've stabbed him. He was surprised with this universe's technology. Even if it was nothing compared to Tony's Iron Man armor, he was surprised that this are the weapons a girl could have. He started imagining what it would be like for his web shooters to be multifunctional, but decided against it. Spider-Man uses his fists, he already had to do so much painful things to be good at it, he wasn't going to waste to start using a sword.

"I see you've taken an interest in Gambol Shroud." She said as she was close enough for her to stop, looking at the curious sixteen-year-old.

"Um, Gesunheit?" He asked, clearly not sure what she meant by that.

"Gambol Shroud, my weapon. The one you currently have in your hands and are eyeing like a kid in a candy store." She said with a deadpan expression in her face, not expecting that response.

"You name it? Next thing you know, you're going to adopt it." He said, curious as to why would someone find the need to name a weapon. "Anyway, it's just that I haven't seen something like this. The style is simple but the technology is really complex to be able to make a weapon have more than one function." He said that while he offered her the weapon back, which she gladly took.

"Well, almost everyone here have one." She replied, "Especially if you are a Huntsman or Huntsman in training." She said, while she put the scythe back in the plate and secured it behind her back.

"So I beat you." He said, trying to ignore the fact that she had a deadly weapon with her at all times. "What do I win?"

"A couple of questions." She replied, noticing that the sun was setting and an orange light was taking over the city, making it look beautiful, she decided to rest for a little while; the fight must have taken a little toll on her. So she decided to sit down, letting her legs dangle from the side of the building.

"Great." He said sarcastically, taking his place beside her, although he crouched, using the tip of his toes to support his whole weight. "I don't suppose you will answer mine." Realizing that the whole day was probably wasted on the fight, except if he went to Junior's club again later tonight.

She smirked a little. "Depends on your answers." She said, looking up at the orange sky, noticing how clear it was, without a cloud in sight.

"So ask away, oh great wonderer." He finally gave in, even if in the back of his mind he was screaming at himself to swing away as fast as possible.

"So your name is Parker?" She finally asked, making him extremely uncomfortable.

"Parker? What?" He said, clearly taken aback of the information she had on him. "I-I don't know what you're saying, I mean, Parker is such a lame name, why would you say that?" He said as he scratched the back of his head.

"You talk too much to yourself out loud." She said, reminding him on earlier today, when he called himself Parker when he thought no-one was looking. She looked at him, expecting him to swing away from her, and could see in the lenses of the mask that he was clearly debating to himself if he was going to do it or not.

Peter had to sigh. He clearly had a nasty habit on talking to himself. Maybe it was his mind going crazy for all the Spider-Man activities he did. He realized that she had him dead to rights and that she didn't go to anyone else but him made her kind of trustworthy.

He sighed again, then started taking his mask off, which surprised her, making her eyes widen and her ribbon move a little with curiosity. When he finally finished the slow task, she was greeted with the sight of brown hair and hazel eyes. His face looked a little like one of a nerd, but she thought it made him kind of cute, making her blush a little and take her amber eyes off of him, suddenly finding a very interesting spot on the rooftop.

He sighed a third time, clearly uncomfortable, but drawing her attention to him. "My name is Peter Parker." He ended up saying, "And, I'm extremely uncomfortable with this, it's called a secret identity for a reason."

"Why would you keep your identity secret?" She suddenly asked. "I mean, I'm sure that all the fame of doing what you do must be tempting. Why not reel on it?" Curiosity filled her eyes as she looked intently into Peter's brown ones.

Peter chuckled a little, it was always a question that someone had when he first revealed both alter egos to them. "Well, the fame would be nice" he started, taking his eyes off of hers and deciding to look at the lowering sun, "But if someone decides to attack one of my loved ones just because they are related to me, I could never forgive myself."

Blake saw his reasoning, that made her see that he was not doing what he did for the thrill of it, but was someone that wanted to do something right with the world.

"Well, I suppose it's my turn." He said, setting his eyes on her again and seeing her nod with a smile. "Why would you hide you're heritage?" He asked.

This caught her by surprise, almost as big as Peter when she asked about his name, and reached up; making sure that her bow was still in place with a panicked look on her face. Upon making sure it was, she gave a questioning look at him.

"When you are annoyed or curious, your ears start twitching." He answered her unasked question.

"W-Well, you see…" She started, still taken aback of his question. "I want people to see me for who I am, not what I am." She answered, debating to herself whether she should show him or not.

She came to the conclusion when she thought that he showed her as well. She started pulling at the ribbons on top of her head. She took a hold of it on her right hand, revealing black cat ears at the top of it, though not as dark as her hair, making them stand out a little bit.

"Cute." Peter finally said the only thing that came to his mind at the moment. He regretted it immediately as he started to feel his cheeks burning from what he said, but if he would've looked closely he would've seen that Blake was with a blush as well.

The sun finally finished setting, making way for the moon to be shown across the sky as silence reigned over the two of them, making it look like a wonderful time, were it not so awkward for either of them.

"W-why do you do it?" Blake finally broke the ice that was forming with the question, hanging on to her ribbon with both hands, staring at it intensively like Peter was doing with his mask.

"Huh?" Peter finally had the courage to look at her again, this time with a confused face, thinking that she was meaning it the compliment and took it as a joke.

'Yeah, the bad thing about making jokes is when you are serious and no one ends up taking it seriously.' He thought to himself and was trying to come up with something to get him out of this situation.

She looked directly at him, amber meeting hazel, and asked again. "Why do you go out as Spider-Man?"

Peter saw that she was really curious about this, as she needed to know, as if there was no way of him getting out of here if he didn't tell her.

Peter thought for a moment. Thought really hard on just what to say, he knew why he did it, it just difficult for him to say it right.

'Yeah, who would have thought that a guy with a motor mouth not finding things to say.' He thought before sighing.

"With great power comes great responsibility." He decided that short and simple was the best way to go.

Upon seeing the confusion on her face, Peter decided to elaborate. "It's something my uncle used to say to me every day. At first I didn't get it, but something happened and now I hold it very personal to myself, I try to define those words and what they really mean."

"What happened?" She was stuck to his eyes, never for a second leaving them, fearing that he might leave if she left them and she didn't mind getting lost in them.

Peter blinked a few times, the memory still fresh in his mind. "That's really something I'd rather not talk about." But the signs were there for Blake to read. Whatever happened was really bad.

Peter finally decided to stand up, and stretched his legs a little bit. "But you know, I have to thank you, I haven't had a chance to talk to anyone about Spider-Man in a while. So thanks." He said, while holding his hand towards Blake. She took it and stood up, noticing that, even in her heels, he was a few inches bigger than her. Returning the smile he was giving her.

"It was nothing." She replied, "Besides it's you who did me a favor."

"I did?" He asked while putting his mask back on. Seeing as she did the same with her ribbon. "Well you're welcome, I guess." He said as he looked at the bright lights of the city bellow them. "See you, later, alligator." He finally jumped from the building, letting gravity take him down to the depths bellow, before he raised his right hand, making a web line, knowing exactly where he was heading.

'Junior's Club should be open by now.' He thought to himself. 'Let's hope third time's the charm!' He let go of the web line before quickly firing another one. Leaving behind a seventeen year old Faunus that followed him with her eyes.

'You gave me a reason to fight!' Blake thought, finally walking from the edge of the roof. 'Fight corruption, inequality. Fight everything wrong with Remnant.' She ended up making her way down the stairs, thinking at the possibility of Beacon as a school.

 **A.N. Whew, finally finished.**

 **I'd tell you the truth, the battle scene was harder than I first expected. I wanted both of them to show their strengths without revealing too much, hope it all worked out for you guys.**

 **As my decision of Spidey being a drive for Blake, I noticed that they are a lot alike, both of them receiving the short end of the stick, but continue to fight no matter what, all for a better place.**

 **They also both share a difficult past, but they are trying to overcome it, making themselves better.**

 **Please tell me how you felt about it.**

 **MightyTheWriter** **: Thank you very much, and yes Peter will be there.**

 **Kharn: I don't really plan on him being in the story, but there will be other characters.**

 **Thank you all so much for the reviews, the follows and the favs, hope to see you soon.**

 **Quick question, should I start giving the chapters names?**

 **Answers in the reviews please!**

 **Cheers!**


	5. Bar Fight!

_Disclamer: I don't own anything Spider-Man or RWBY. Spider-Man is a product of Marvel, RWBY is a product of Rooster Teeth._

Peter was never really a fan of night clubs. The whole point was lost in him. Meeting people, but with the music so loud you can barely hear them speak to you. The more he thought about it, the less it seemed to make sense. But he ruled it out as just something that came with never being invited to one.

But, nevertheless, here he was, it was in dark of night, the shattered moon hovering over the cloudless sky. Peter looked up at it, staring a long while, thinking of what could have happened for it to be that way before looking back down, straight ahead of him. The beating of music came from the club right in front of him.

He looked down at himself, seeing as he was using red shirt with a black t-shirt underneath, some khaki pants covering his legs completed with dark gray shoes.

Peter started walking towards the night club, this was the third time he was going in, expecting to find a certain person, which just happened to be the boss of this place. He had to stop himself however as he heard the sound of a car motor close to him, followed soon by a drifting sound.

Turning around, he saw a young, pale white, seventeen year old girl, with messy golden like blonde hair, which becomes lighter reaching the tips, flowing behind her. She was wearing a tan vest that made the arms look a little bit puffy until they stop with black cuffs with two golden buttons at the middle of her biceps. Under the vest she was wearing a yellow low-cut crop top that, if Peter was looking in that place, a black crest that looked like a burning heart on her left breast. She wore a brown belt that had a pouch and a small banner with the same burning heart symbol, only this time in gold. Underneath the belt, she had black short shorts which turned into a white pleated skirt on the back and over them but under the belt she wore a tan asymmetrical back skirt. She was wearing brown leather boots with orange socks that reached over her knees, though the right one was not pulled all the way up, leaving it just above the boot. On her left leg she also wore a gray bandana just over her boot. She also wears black fingerless gloves under yellow strange looking bracelets with black design and an orange scarf surrounded her neck.

Upon stepping away of her sports motorcycle and her taking her yellow goggles and matching helmet, Peter noticed that she had lilac eyes and a small cowlick on the top of her hair. Normally Peter would find it odd that someone would let their hair go all over the place, but it seemed to work on her. The bike, however, brought Peter to the time he owned one, and how small it was in comparison to this one. The yellow and red scheme obviously shouted that the bike was hers, but upon closer look, Peter saw that the engine was huge, seeing the engine compartments at the side of it and all the operation system on the back wheel made clear. Peter soon realized that that bike would've have left his on the dust.

Upon reaching the door, Peter realized that the usual guard was not there. 'Aw, I was starting to enjoy him trying to kick me out all the time.' Opening in it, he stayed there with the door open for the girl to make her way inside.

"After you." He politely said, making sure that she heard him over the loud music.

This brought a warm smile from the girl. "Aw, thank you so much!" She practically shouted. "And they say chivalry is dead." She added, transforming her smile to a smirk.

"There is only one rule about respecting women about chivalry." He added with a smirk of his own. "The rest is just rules about how to beat someone into submission."

"Really?!" She started "Well I guess I can be a knight after all."

When reaching the sliding doors on the inside they could see the dance floor was full, and the white spotlights were matching the rhythm of the music. The tall light towers making it look like the lights enveloped the dancers then let them go, before going back at them.

"Is that a bear in the DJ box?" Peter asked, never before has he seen that, not even the two times before that he was here.

"He's roaring the house!" She exclaimed over the music.

'Oh god and I thought my jokes were bad.' Peter thought to himself while laughing awkwardly at her. 'At least someone shares my sense of humor.'

They went down the white steps, looking around aimlessly. Both of them with a target in mind, not realizing that they shared the same one. Upon finishing the stairs and walking around the dance floor their eyes were set on the bar. Peter didn't pay it any mind at first, but then he saw an orange haired man with a black hat, dressed in a white coat and black pants.

'Torchwick?' Peter finally recognized the man. 'Out in the open like this? Why?'

"I'm sorry," he said turning to the blonde bombshell that he was with, "but I've seen an old friend of mine and I hope I could talk to him." He said while retreating, seeing as Torchwick was leaving.

"Oh, don't worry; I just happened to find a friend of mine as well." She said with her smile still intact.

Peter and the girl parted ways. Peter went up the stairs, seeing Torchwick from a higher stand point. He saw his retreating form going to a back exit. Making his way behind the criminal mastermind, ensuring that he wasn't seen by him, Peter cursed at the fact that he was in the public right now, ruling out the possibility to change to his costume.

Seeing that Torchwick already reached the door, Peter made a mad dash, hoping on getting to the man by surprise. The closing door made it impossible for him to see the thief, but that didn't stop the young vigilante. Upon opening it, he was confused as to where exactly the criminal was.

Looking around the small alleyway that the door led to, he searched high and low, only to come empty handed in his search.

'Where is he?' Peter thought. 'How can I lose a guy I just saw three seconds ago?'

Upon one last look, he reached the logical conclusion. This alleyway is empty. Torchwick either was here and left in a hurry, or was never here at all.

Peter opened the door, intent on talking to the guy he saw talking with Torchwick when he first entered the club, but then he heard some commotion around the corner, where the main entrance of the club.

What he saw was an uproar of people making a mad dash away from the night club, smashing into each other as they tried their hardest to stay as far away as possible from the place.

'Huh, either Happy Hour just ended,' Peter thought before stepping back into the dark alley, making sure that nobody could see him, and making a quick change in his Unstable Molecules costume, 'or something really bad is happening inside there.'

With the iconic suit on, Peter made a mad dash inside ready to face whatever was happening, but what he didn't expect was to see the girl from before, only this time she was surrounded by Junior's men running straight at her with weapons at hand. Before he could even fire the first web line, he saw as the blonde girl jumped above every one of them, managing to do a backflip before coming with her face down back to the ground, a smirk plastered across her face, with her armed flexed back. As she made contact with the floor, she punched at it, making a shockwave that send every men flying away from her.

Upon closer look, Peter noticed that her bracelets became larger, resembling gauntlets more than bracelets. And the impact of her punch suddenly ignited a fire around her.

Peter decided to make his appearance noticed as he saw her start taking on the men. Landing a kick to the face of one of them that was behind her, sending him crashing with his buddies to the floor as she kicked another one in the head with an overhead kick, sending him face first in to the floor.

"Man, aren't you the life of the party!" Peter commented over his shoulder, already punching another one of the guy in the gut before doing the spits in the air, sending a kick both left and right as two of them decided to attack him from both sides.

This brought the attention of the girl, right after punching one across the face, making her turn around to see for the first time the red and blue vigilante battling behind her. She smirked, "Oh, I do so like the attention."

"Yeah, no kidding, ever heard of a subtle approach?" Peter remarked with a smirk of his own, while throwing a dropkick at one of the men, sending him crashing down.

"Says the guy with red and blue spandex." She turned around again, giving a right hook to the guy creeping up behind her.

"Why does everyone I meet always dis the threats?" He jumped up, landing around one of the men's nape before using his weight so the man landed face first to the ground. Landing on a vertical base he saw the girl punching and kicking guys left and right.

One of them was unfortunate enough to receive a combo from her though. Blocking a swipe from the red sword that would've taken her head off, she used her other arm to jab the poor fellow on the face, then she elbowed his stomach, exposed from the previous shot she then span around, delivering a kick to his face before doing it again, only this time in his midsection, sending him flying against one of the glass tower across the dance floor. Peter though, could hear the faint sounds of shotgun blasts coming from the girl.

Peter took the opportunity to jump, landing right in front of her and punching the gut of the guy she was surely going to beat to a pulp, "See what you just did there?" He delivered a swift kick to the guy's bearded face, sending him flying "That is why we can't have nice things." He finished his comment with a kick in the back of the flying man, sending him a few feet away from them.

Seeing the groaning forms of the guys all around them, Spider-Man turned around to the smirking face of a very happy blonde girl. "Didn't stop you from joining in the party!"

Peter had to smirk at that. "I couldn't let you have all the fun yourself. Now could I?" He crossed his arms, if this girl thinks that she can beat him in a battle of wits, she had another thing coming.

The small interaction was caught off as Peter felt his Spider-Sense tingle. Glancing at his right, he could see the bear DJ taking out an assault rifle from underneath the booth. Reacting fast he grabbed a hold of the girl and leaped away from the bullet coming towards them.

Leaving the girl on her own feet, he saw her start running directly at the DJ. "Race you there." She managed to say before Peter could even comprehend what she was exactly doing. With a panicked state, evident by the wide lenses in his mask, he raced after her, following her zigzag motion to avoid the bullets.

When she finally got close enough, she pumped her arms in front of her and put them low behind her, with another shot from her gauntlets, she went up high, grabbed a hold of the booth, and kicked the bear mask in the side, sending the guy back against the wall.

Peter took the opportunity and elbowed the guy, sending him staggering forwards a little bit before the girl took him from behind the head, bashing his face across the booth, and then proceeded to lift him up, and, with a shot of the gauntlets, send him flying across the dance floor, landing not too nicely on his back as the bear mask flew away from his head.

Peter whistled at the distance the poor guy flew. "I would give you a ten out of ten, but considering that you had helped from your shot gun gauntlets, I have to disqualify you."

She gave a small sigh, "Everyone's a critic." Before smirking again and raising her right hand for a handshake. "Yang. Yang Xiao Long."

Peter took the hand, giving her a friendly shake with a smile on his face. "Spider. Spider-Man." He said with a teasing tone.

They felt as a presence made itself known to them, standing on the dance floor, very close to the fallen DJ, was teenage girl with long black hair and pale green eyes that had very heavy cyan makeup on top. She had a white strapless dress with cyan lining with a white bow decorating it above her chest. A white flower pin above her left ear, a white feather scarf, a silver pad and red feathers on her left shoulder, white gloves, a small silver bracer over her left glove, a silver chained belt, cyan wings on her lower back and long white boots adorned the rest of her pale white body.

Behind her was another teenage girl who looked exactly like the other one, only in red and black instead of white and cyan and with short hair. The black scarf was made of fur, and was held in front of her by a dark gray chain, she had a black cow tied around her waist, and had large red and white feathers above her left ear. Other than that and huge claws coming out of her arms, one could say that they were practically sisters.

The one in red spoke first, finally reaching the other one. "Melanie, who are these guys?" She asked in a soft voice.

"I don't know Miltia, but we should teach them a lesson." Spoke the girl in white with her arms crossed.

Yang smirked at that, she flexed her arms, letting her gauntlets do a mechanical sound, before she extended them again, letting out the used out shotgun shells that were there. She dug out two strips of shells and letting them fly, catching them as they surrounded the gauntlet as the mechanism went off again, covering the shells.

Peter stared at Yang incredulously, evident by a lens being wider than the other one. "Ok, that just brings so many questions." He started off, "Where the hell were you keeping the shells?" He decided to ask, as he didn't see on her any form of pouch or place to hide big enough for something like that. She didn't even get them from the only pouch he saw on her.

Yang smirked at his cool nature, "So which one do you want?" She raised her fists, ready for action.

"Ladies choice." He said looking down at the two girls on the dance floor. "Better make it quick, I've heard that is not wise to piss off a girl." He ended.

The pair with the higher ground leaped up, Yang firing some of the shells at the girls bellow making them do back handsprings to avoid the bullets coming at them. Reaching the floor, the duo started firing everything at the sisters, Yang with her shells, and Peter with his webbing.

Dodging everything being thrown at them, the sister were quickly close to the duo, Yang had to block a kick aimed straight at her head while Peter dodge with his on back handspring a claw that would have made contact with his chest.

"You know, you are not the first person that I've had to face with claws." Peter remarked, dodging a barrage of attach that would've have left him like little pieces of paper. "Just the first one that doesn't smell like a wet dog, or a litter box, or a snake, or a…"  
Miltia was quiet through the whole ordeal though she was annoyed out her mind at the constant banter coming from him, and the fact that he was dodging everything like it was child's play with just a simple twist in his body.

"Wow, you really don't talk much, do you?" He asked, dodging another slice. "I sometimes wish to be like that, but I do so love my voice. It's one of my best qualities." He said before grabbing Miltia's right arm before she could slice at him again. "If I don't talk for a minute, I would go insane." He threw her hard, making her slide away for a few feet.

Coming to a stop, Miltia saw Melanie and Yang in some kind of stalemate, neither one able to hit the other one, both of them were very capable with their legs, able to parry each other's kicks, but Melanie was completely dominated by Yang in terms of arm strength, Melanie needed time to jump and block one of Yang's punches, but Yang wasn't letting up, giving her less time for each punch she threw.

She stopped watching as a shadow loomed over her, making her look up at the red foot that was coming down on her. Rolling away, Miltia heard the crack of the spot that she was just in, taking no time, she slashed away behind her, hoping that the masked vigilante was caught unprepared, but that was for naught as he back flipped high in the air, letting the swipe go right under him.

"Man, I just saw you staring at them fight and I couldn't help but feel underappreciated." He landed on a vertical base, only it was the opposite, he was doing a handstand. "Here I am showing you all this cool tricks and I end up being ignored." He flexed his arms and knees before pushing himself high off the ground, sending a kick to Miltia's face.

This caught her off guard, making her unable to dodge or even block the devastating kick that sent her flying against one of the glass pillars, effectively knocking her out.

Turning around he saw Yang connect with an elbow on Melanie's gut before grabbing her arm and making her spin, making Melanie lose her balance and ended her off with a devastating kick to the face that landed her flat on her back, not making a single move.

Yang made her way towards Spider-Man, smirk on her face as she saw the destroyed pillar that Miltia's body made. "And that is why we can't have nice things."

Peter laughed, laughed out loud at the joke, even if it was terrible. "Man, we are so getting sued." He said while holding his sides.

Peter needed that laugh, he really did, which is why he was glad to have met Yang, she was laid back and cool and wasn't afraid of making a joke. He appreciated people like her, not afraid of taunting their opponents or friends.

He wiped a fake tear, "Oh, god, I needed that." He said, finally getting his breath back. "It's been so long since I laughed like that, thanks."

"Hey, any time!" She responded; glad that he could take the joke. But was a little surprised of what he said. Judging from his actions and his happy go lucky nature, she would have said that he is the happiest man on Remnant. He always made a joke, even in the middle of battle.

'Why would someone like him not laugh every day?' She thought, 'I'm sure that he could crack himself up any time! And he was raised by clowns who told him every joke on the book!' She chuckled a little bit at that thought.

The moment was caught short though, when both of them heard movement on the other side of the club, back where the bar was. Making his way to them, was a tall bearded pale white man in a white dress shirt with a black vest on top of it. A red tie, black gloves and black dress pants completing his attire.

"Ah, I guess you must be Junior." Spidey said, seeing Yang take a battle stance at the sight of the grey and red bazooka that he was holding. "Makes sense, you share your henchmen awful sense of fashion." He ended, making Yang smirk again.  
"You're going to pay for this." Was all Junior said before firing the bazooka, launching multiple rockets at the duo. Both Spidey and Yang did a back handspring away from the rockets that were aimed in front of them. Then they rolled away from each other, avoiding some of the rockets that were closing in on them.

"Aw you didn't like the joke?" Spider-Man crouched low making himself as small as possible. "Don't worry Junior, I have a million of them."

Junior fired again, but this time Yang countered by sending shells of her own at the ones targeted at her, making them explode before they reached their mark while Peter dodged the one aimed at him rolling swiftly out of the way.

Realizing that he could not get the pair in long range combat, he changed the bazooka into the form of a bat, rushing at Yang, he leaped high, making her block a strike at her head, though that didn't stop her from staggering a bit. Junior kept his attack, while Yang kept barely blocking them until Junior put all of his strength into a last one, making her stagger back.

Junior would've continued his attack, if it weren't for the web line that made contact with his bat. "Now Junior, didn't mommy tell you that it was bad to pick on girls?" Peter asked, keeping the bat steady at Junior's side.

Junior pulled as hard as he could, but it was all for naught, as Spider-Man was firmly planted on the ground. Peter saw Junior preparing for another pull, so he leaped up, letting Junior's strength drag him closer to said guy.

He maneuvered his body, making him fly directly at a staggering Junior feet first. Peter made contact with the clumsy block Junior made with his bat. Peter leapt off the bat as he felt his Spider-Sense tingle. Making a backflip, he saw Yang on full attack mode as she kept hitting Junior's clumsy defense with everything she got, though Peter could definitely see that her hair seemed to be on flames and her lilac eyes turned red, finally ending with a strong jab that ended up breaking Junior's bat.

Staggering back, Junior saw the sad state that his bat was in, but smirked at the few strands of blonde hair he had in his other hand. That was until he saw Yang, she was furious. To her, her hair was sacred and he dared reap a few of her beautiful locks from her, which was punishable by taking a beating from her only.

Raising her fist with an angry grunt, she let them back with all her strength, letting a giant explosion that made everything that was glass to shatter and a big fire to start behind her. Peter was thankful for his Spider-Sense though, since it started to tingle the moment she raised her fist and decided that the farthest wall away from Yang was a safe haven for now.

Yang sprinted at Junior, finishing with a leap as she screamed her battle cry as loud as she could. She made contact with Junior's cheek, sending him flying like a rag doll against the only windows that survived throughout the whole encounter, landing back first into the concrete outside.

Peter had to wince at what he saw, even he would feel that one in the morning, and was kind of glad that the punch made Junior unconscious as the pain is sure going to come at him when he wakes up.

Yang leaped at the window, ready to continue beating Junior to a pulp. Peter decided to follow her, make sure that the poor guy survives Yang's beating. He made it onto the window frame, but he didn't expect what he saw.

He saw Yang and Junior's supine form, but there was a third person, a little girl, probably even younger than him. She had pale white skin, and, surprisingly, silver eyes. Her shoulder-length hair seemed to start black, but makes it way to end up red at the tips. She had a black blouse under a black waist cincher with red lacing and a skirt with red trimmings. Underneath the skirt she appeared to have black leggings running up her legs. One of her more notable features was that she wore a red hooded cloak with cross shaped pins holding it onto her shirt. She had a belt around her waist that holds large cartridges in individual loops, as well as a magazine pouch, completed with a silver rose emblem on it. On her lower back was some kind of red rectangle-shaped machine that Peter couldn't comprehend what it was for.

She looked up in amazement as her sister suddenly formed in front of her. "Yang?" She then proceeded to tilt her head a little to the left, "Is that you?"

Yang suddenly stopped everything that she was doing. "Oh." Her eyes returned to her natural lilac color as she saw her sister. "Hey, sis!" She said with a warm smile across her face.

The other girl the put her hands on her hip, "What are you doing here?!" She asked.

Yang put one of her hand on her hip with a sigh, trying hard to start telling her what happened. "It's a long story." She said; ready to tell her everything on the way home.

"Well the night's still young." Peter finally decided to intervene in the little family reunion. "Where do you want to start?"

The new voice left the red girl staring confused in circles, not being able to pinpoint the source of the voice, but Yang turned around with a smirk, looking up at the window she came from to see the red and blue of the vigilante.

"Oh, we could tell her about the goons that we took out at the beginning." She said with a little shine on her eyes.

Peter leaped down, landing near the blonde girl. "Or how we're going to get sued for all the property damage we just caused." He talked back.

"Ooh, or the time we took out those twins, man her kicks kind of hurt!" She replied while crossing her arms.

"How about when you took out the DJ." He finally concluded. "He was unbearable." He punned.

Yang had to snicker at that one, before both let out a couple of laughs at the present events. Neither one of them noticing the shine the little girl was emitting when she realized who her sister was talking to.

Upon collecting their breath, they both looked at the girl with curiosity, "Oh, right! Spidey, this here is my little sister Ruby Rose. Ruby, I would like you to meet-" She was caught off as Ruby let out a high pitch squeal.

"Spider-Man!" Finished Ruby for Yang. Before rushing at the red and blue hero with yellow diamonds in her eyes. "So, awesome." She said in a high pitched tone as she stared intently into the lenses of the arachnid based hero.

"Um, hello?" Peter said, a little put off that someone would be that exited to see him.

Yang couldn't hide the smirk at how uncomfortable the guy looked at having her little sister attached to him, she found it kind of cute if she was honest, but decided to pull her off of him as she dragged her by the hood of her cape, much to the displeasure of the younger sister, which let out a little set of 'Ow's along the way.

"Yeah, this is Ruby." She said with a smile while holding her with a headlock that Ruby softly protested against, but couldn't break no matter how much she tried. "Ever since you started showing up on the news, she's been only talking about you and how cool you are. Honestly the only other things that she likes like that are weapons." Yang admitted, much to the embarrassment of Ruby.

"Huh? Really?" He asked incredulously, "Normally when I'm around people they like to yell at me about what a menace I am and start throwing food or anything really at me." He accidentally said out loud, immediately regretting it as he saw both lilac and silver eyes looking at him without any sort of struggle between them.

"Um, I mean, nice to meet you, Ruby!" He said with an awkward laugh coming from him, before he looked at the back of his wrist "Well would you look at the time." He said with a hurried tone.

He fired a web at the body of Junior, carrying him on top of his shoulder. "You don't mind me taking this guy, do you?" He asked fast at Yang before turning around again. "No? Thanks. Bye." He jumped and fired a web line, doing his best to stay as far away from the duo of sisters as possible.

Yang and Ruby stared at the lonely figure swinging in the sky of Remnant. Trying hard to ignore how lonely the guy looks when he is all out there by himself, trying to stop everything he can.

"Come on, Rubes, I need to take you back home before dad starts asking questions." She said, trying a little to lighten the mood.

"Yeah," Ruby responded, still watching the figure slowly vanish from her sight, but letting herself get dragged by her older sister. She saw him as one of the heroes of the stories that Yang used to read her, but then he said that. She saw that he was not lying or making a joke, he really felt the hate of the people he tried to protect and how lonely he is, something no hero in her stories ever came up against.

Peter Parker was mentally kicking himself, 'Oh, real smooth, Parker! Why don't you tell them all about Spider-Man, how they should start hating you for all of your mistakes!' He sighed, 'Hopefully, I would not see them again anytime soon.'

 **A.N. Oh, man. Fifth chapter already.**

 **I really want to thank every one of you for supporting and reading this story. It really means a lot to me and I just can't say it enough.**

 **So this chapter was something, not only did Spidey meet two of RWBY's protagonists, but also he started sharing his experiences as Spider-Man with them, albeit accidentally.**

 **Also, some people have told me that Blake's weapon is a sword or a katana, or something like that, but, according to the Wiki, it's a scythe. More specifically, "Her weapon of choice is a Variant Ballistic Chain Scythe (VBCS) dubbed Gambol Shroud."**

 **Vsin: Yes, and yes.**

 **Darkus and Z: Maybe, don't know yet, but probably.**

 **SonicFan12: Whatever you want it to be, like Weiss's name sometimes is pronounced "Why-ss" and some other times it's like "Whe-iss"**

 **Hent4k: I see your point, but Spidey is known to not use weapons, and anything that could be used by him could be used against him as something heavy like metal gloves or something like that would weight him down, and he is used to fighting by the use of his speed and acrobatics, something that would weigh him down is a big no-no for him.**

 **Again, I want to thank everyone who reads this story.**

 **Cheers!**


	6. Busted!

_Disclamer: I don't own anything Spider-Man or RWBY. Spider-Man is a product of Marvel, RWBY is a product of Rooster Teeth._

Hey "Junior" Xiong was by now accustomed to waking up in the middle of the day after a long night in the night club. He would always appreciate the comfortable bed surrounding his body and how relaxed he felt at that moment.

That's why it came as a surprise to him to feel a stinging sensation in the left side of his face. He at first paid it no mind, but after the sensation increased to one of real pain he started to lift his right hand to check it. Or at least he would do it if his arm would move more than a couple of inches.

Opening both eyes as best as he could, he saw that he was staring straight at a reflection of himself, only that it was sporting a black eye and a red left cheek. The cold wind finally woke him the rest of the way up, moving his head down, he saw the brand new webbing made cocoon that he was currently in with a little web line at the base of his feet keeping him connected to the floor.

'Wait, why am I not falling?' He thought to himself before chancing a look at the ceiling. He then saw the ceiling was actually some stories up, and was made of concrete, and that people were walking on it.

That's the moment he realized the situation he was in right now. He has hanging upside down a twenty story building. This realization made him remember the night he was just in. How Blondie and the Spider completely ruined the night club and beat up most of his henchmen.

"Good morning." Came the voice behind him, "Or should I say good night? I mean it's like midnight so who knows." Junior turned his head, looking behind his shoulder he saw a red and blue suit, even in the dark the color scheme was noticeable.

The annoyed face of Junior was visible for Peter, with his eyes forming a glare, he was glad that Junior was not Cyclops. If he was, he was sure he would be burnt spider by now.

Peter would have continued to pull jokes. But he was sure that if he did, Junior would end up too annoyed to even answer anything that Peter might ask. He wanted to intimidate him, make him squeak, which wasn't really his style. Sure, he could do the spider gag he did with the sniper he caught in his first night, but now that more people have seen him in action, he'll doubt that it will work again.

'Oh, great I annoyed him.' Peter thought, 'If only I were more intimidating! I should practice talking like Christian Bale.'

Spider-Man crawled slowly towards the cocooned man. Making sure to be as intimidating as possible, wanting to make Junior think he was a predator stalking its prey. Junior followed closely with his eyes, seeing as the spider made his way in front of him. He was not scared of the red and blue vigilante, not after all the jokes he pulled against him in the night club fight, he could not take seriously whatever this guy had planned.

Peter silently cleared his throat; he wanted it to be as deep as possible before he began. "I am the spider. I own the night. Your worst nightmare has come to life, punk, and you're looking right at-" He suddenly stopped, put his closed hand in front of his mouth and started coughing madly into it.

"Kof! Hack! How can he keep that up for an entire movie…?" Peter asked out loud to himself. When the coughing finally subsided, he chanced a look at Junior, and he was met with the biggest stares that he has ever seen.

"Oh, give me a break; don't you know how hard it's to things like that while upside down?" The lenses of his mask made a questioning look, making Junior sigh out loud.

"…What do you want, Spider-Man?" Junior asked in a little irritated voice. Truth be told, he has been expecting that the vigilante would try to take him sooner or later. After busting some of his goons, it was only a matter of time for them to meet.

"Ah, right to the point. You see I'm not that kind of spider," Spidey said as he got more comfortable, crouching on his toes. "I like to know the people I interrogate before we talk about business. So, Junior, how's it hanging?"

The stare Junior was giving him was one he would put in the Guinness World Records for deepest stare ever. If looks could kill, Peter swore that he would have died, came back, and died again.

"Ok, fine!" He said with his arms raised up in mock defense, "Now, don't say I didn't try this the easy way."

"You see, even though I busted your boys from all the Dust thefts that I've come across with, all the Dust that they all stole, and are still stealing, is still missing. And every low life I meet says that they work for Junior and that Torchwick guy, and if I want answers, either one of them is the man I should talk to." Spider began to crawl up to Junior's personal space, before grabbing him by some of the webbing in front of his chest.

"So talk, Junior." He said in a more serious tone.

Junior's stare finally stopped, instead being replaced by a knowing smirk. "Who are you kidding?" The smirk grew every seconds that passed, "What's the big hero going to do if I don't say anything." The smirk turned into a frown, conviction in his voice.

Peter doubted for a moment. He wanted to hurt Junior for everything he's been doing lately, but he knew that neither Uncle Ben nor Aunt May would approve of him taking advantage of the situation they were in. And his reputation for not killing criminals certainly got to Junior's ears.

He started to loosen his hold of the webbing, making Junior smirk again. That stopped though, when Spidey put his left foot on his right shoulder and pushed, making him spin around fast. So fast, Junior could barely tell the difference of the place he was even looking at, the colors kind of blending in with each other.

"I don't know, but you do appear to run your operations in your night club. I could hang out in there. I'm sure Melanie and Militia would be so happy to be around me there. Oh, and also Torchwick when he decides to show up. It will be so much fun; we could play Twister or sing Kumbaya all night." He added with a slight smirk.

Junior's head was spinning. He was sure that there could not be much time before he would actually pass out from all the dizziness. "Okay, okay!" He shouted, not really sure the sound would get pass the wind he was hearing.

Spidey suddenly stop the human spinning top. Though he could see that Junior's eyes were rolling around, trying to make the spinning world stop.

Junior shook his head, finally clearing the cobwebs from his head before staring hard at the white lenses of the vigilante. He hated to be beaten, but he knew when he was. He also knew that having a known vigilante around would make it impossible for him to do his more shady deals, and would get the curiosity of the cops as well.

"Now, that's more like it!" Spidey happily replied. "Don't you see how much easier it is when we tell each other how we really feel?"

"I don't know where all the Dust is." He finally told the hero.

"Come again?" Peter stared incredulously at Junior.

"I don't know where any of it is. Torchwick hires my boys to do all of the dirty work. He was in the club today complaining about you. How you just came up out of nowhere and started beating them at their robberies." Junior said, trying to get rid of the vigilante as soon as possible. "But, I know where another robbery is going to happen." He said getting a little smirk at having something the vigilante might want.

"Big deal, I've stopped more robberies per day than I can count. I'm sure that it's going to be the same one as the last ones I stopped." He said, getting to a vertical base.

"Some of my guys told me that Roman Torchwick himself is going to lead this one." Junior replied quickly as his smirk slowly grew at seeing the interested look he got from Spider-Man. "He is frustrated with all the crimes you stopped and wants to ensure this one."

"Pray, do tell." Spidey finally answered, crouching again to be on Junior's eye level.

"There's this store a few blocks away from the night club." Started Junior, sick and tired of all the complaints that Roman had been giving him and all the henchmen behind bars because of said man. "It's called 'From Till Dawn', you can't miss it. It's in the middle of the street."

"Aw! You do care!" Spidey commented, "And for being such a good sport in our little game, you get a special reward." He started to pull something from his belt, a small container and started putting the liquid inside on the web line that connected Junior with the bottom of the pillar they were in.

"What are you do-" Junior was caught off as the web line snapped, leaving him falling to the pavement below. He started to scream his lungs out, trying as hard as he could to move inside the cocoon. He felt every second passed as he kept falling closer to the ground.

He felt the wind leave his body, though, when a red, black, and blue arm found its way across his stomach, stopping most of his momentum.

"Are you always such a drama queen?" Spidey asked as he swung them down low. "Although you should feel special, normally I only do this with pretty girls, and Wolverine. I'm his designated swinger!"

Upon reaching a light post, landing on the top of it, Spider-Man began the process of reapplying the webs to the cocoon, making it last for another hour, and hanged Junior upside down again.

"Man, you must be getting a lot of blood to your brain." Spidey said. "You better hope that the cops come here quickly unless it becomes a problem for you!" Spider-Man then leapt from the spot and started swinging away. "Make sure to tell them that their friendly neighborhood Spider-Man said hi!"

Although Junior's head was not red for all the blood, he was in fact furious of how he has been treated this night! First Blondie knocks him out and leaves him with a black eye, and now that Spider guy began playing twenty questions with him. He cooled down with a loud sigh, hopefully the worst was over.

* * *

"Oh, man! I'm getting really hungry now." Spidey was seen swinging late afternoon, actually glad for the first time since he got in Remnant that he got a long sleeping session.

"Although, I shouldn't be surprised." He said with his head low. "The only things I have eaten were some pancakes that Violett made. And that was four days ago!"

Sure he could go pay a visit to Violett, but he didn't want to take advantage of her.

'Junior said that the store is a few blocks from his night club.' He let go of the web line he was swinging in, letting gravity take him down before firing another one. 'But I should probably start looking now before it's too late!'

Making his way to the night club, he began thinking about what he was going to do as Peter Parker. 'It's no good. Even when I worked as a freelancer at the Bugle, identification was a must if I wanted to get paid.'

Getting close to the club, Spider-Man started to hear the loud beats of music reaching his ears. He made his way closer, and saw that the music came from inside the night club.

'That was fast!' Peter thought, remembering how the place got destroyed after the fight with Yang against Junior's men. 'I guess sometimes crime does pay!'

Making rounds around the club, Spidey searched for the place. ''From Dust Till Dawn', huh. I remember the movie. Man, can Quentin Tarantino make good movies.'

Night came quickly for the spandex wearing hero. 'Easy to find. Huh, this place is harder to find than a needle in a haystack! And I mean a big haystack! An enormous haystack! A haystack the size of aaand there it is.' Spidey turned his, finding an oddly out of place small building surrounded by taller buildings.

Peter perched himself at the building to the left of the street that seemed to be pointing at the store. "I wonder if Torchwick is already in there."

Unknown to him, an orange haired was talking to the old shopkeeper inside the store, puffing at a cigar and surrounded by men dressed in black with red ties and sunglasses.

"Do you have any idea how hard it is to find a Dust shop open this late?" He asked as one of the men pulled a handgun straight at the shopkeeper's face.

"P-Please, just take my Lien and leave." The old man spoke softly, shaking like a leaf.

Roman began shushing the old man with a small smile. "Calm down. We're not here for your money." The smile turned serious as he talked to one of the men. "Grab the Dust."

The men pulled out a box, opening it revealed it to be filled with ten canisters carefully spaced away from each other. Some of the men started taking the canisters, making their way to the tubes filled with powdered Dust around the walls while another one pulled an empty box.

"Crystals." He said to the clerk, who started taking them out of the counter. "Burn. Uncut."

One of the henchmen started making his way to the other wall, away from the rest. There he found a red cape swaying lowly from the body of a small girl, conveniently hidden from the rest by a high shelf.

He drew his red sword. "Alright kid, put your hand where I can see them." He said in a cool voice as he aimed the sword at the girl. Upon noticing that he was being ignored he lowered the sword. "Hey! I said hands in the air. You got a death wish or something?"

Ruby Rose was having the time of her life. She was currently enjoying a weapons magazine she found when looking for Dust for her baby and started ogling at all the weapons she saw. Deciding it was for the best to read it, she hid from the old man in the counter and pulled her headphones on, enjoying the music and the weapons her silver eyes were seeing.

The last thing in her mind was that a gloved hand made its way to her cape's hood, pulling it down. She reacted immediately. Turning around to find a tall man in a black suit, clearly looking agitated. "Huh?"

The tall man put his left index finger against his left ear. She clearly got the message as she pulled her headphones down to her neck, but let the music continue playing. "Yes?" She asked the man.

"I said, put your hands in the air! Now!" He demanded.

The got Ruby a little confused. "Are you… robbing me?" She innocently asked.

"Yes!" He almost screamed at her, the frustration around her was getting unbearable.

"Ohhh." She said, as if sudden realization finally dawned at her.

Roman always found Dust interesting. He was surprised at how versatile it was and how many uses it can bring. He was currently inspecting one of the red crystals that were on the counter he was leaning on when one of his men was sent flying against the door of the store at the same time he heard some kind of woman grunt in effort.

He signaled one of his men to check the disturbance before going back to the crystal in hand.

The henchman was found face to face with a black and red wearing fifteen year old. Wasting no time and pulled the gun straight at her. "Freeze!" He shouted.

Peter was making his way down a wall, hesitant of going inside the door. "If Torchwick sees me going in, then it's goodbye to this plan."

He didn't expect to see the window of the store shatter, though. And that out of said window came a girl in black and red kicking the face of one of Junior's men.

"Hey, it's Little Red Riding Hood!" He exclaimed to himself.

Upon looking inside, Peter found more of Junior's men looking flabbergasted at what just happened in front of them, and also he saw Roman Torchwick himself staring curiously at the girl.

Looking back at the girl, Peter couldn't help but see that he already met the girl. She was Yang's little sister! Upon seeing closer, he saw her reach for the rectangle thing she had in her back, before pulling it out as it transformed into a giant scythe!

"Aaand, there's the big bad wolf." He finished remarking, referring to the scythe.

Ruby smirked at the stunned faces inside of the store before she spun around, letting her scythe slide against her right arm and back and grabbing her headphones in the process with her right hand and stabbing the scythe to the ground with the left one. She then pressed a button on her headphone, letting the music stop.

"Okayy. Get her." Roman said in an annoyed tone as he saw that the henchmen were still standing around him.

"And that would be my cue." Spider-Man said as he leapt off the wall.

The first of the four henchmen that were still conscious rushed at Ruby, slicing low at her lower body. She responded by jumping high, letting her scythe take the weight of her body and proceeded to spin around with only one hand on her scythe before giving a double kick to the jaw of the man, sending him flying back inside the store.

She jumped away, taking the scythe with her, and landing a few feet to her right. She saw two of the remaining men rushing at her as she put her scythe behind her back. Firing a shot, she let the momentum spin her around at a great velocity and stuck one of them with the back of the scythe, sending him flying up and away. She would have proceeded to try and take down a third down the third one, landing a hit his above his head and making him land on the floor if it wasn't for a red and blue blur taking him down with a kick to the gut.

"Hey, what's the big deal?" Spider-Man said as he crouched low. "Don't you know that when a girl says no, she means it?"

Ruby stopped for a moment to stare at the vigilante, getting in a trance at seeing her hero for the second time in her short life. That trance nearly cost her as the remaining goon started firing wildly at them. Luckily for her, Spider-Man reacted quick enough and picked her up before dodging the shots and getting them farther away from the goon.

Letting her down, they both went their separate ways as the bullets were making their way towards them. Ruby used the shot of her scythe to get close quickly. Taking the inertia, she slid against the floor and got the goon in his feet, making him fly high in the air. Spider-Man took the opportunity to drop kick the flying goon, sending him crashing against the feet of a very pissed Roman Torchwick.

"You were worth every cent, you truly were." Roman said to the downed henchman. "Well, Red and more Red, I think we can all say it's been an eventful evening." He said to the red duo that were ready for a fight, while stepping on his cigar with his cane, with the sound of sirens making their way closer. "And as much as I'd love to stick around…" He said while rising said cane and making it point towards them. "I'm afraid this…" The bottom of the cane flickered up, revealing it to be some sort of black dot sight. "… Is where we part ways."

Roman fired a fire Dust round at the duo, making each of them jump high in the air, Ruby with help of the gun of the scythe, away from it.

Seeing the spot where Roman was, each of them looked around after not finding him there. Both of them spot him climbing a set of stairs to the rooftop of one of the buildings.

Peter checked on the shopkeeper. "You okay?" He asked, ready to chase the orange haired man.

With a low 'uh-huh' from the old man, Spidey turned to Ruby. "Race ya there." He said quickly before he dashed at the building and started climbing it.

"Hey! No fair!" She replied as she made her way towards the building as well.

Torchwick finally reached the roof and quickly made his way to the other side of it. Spidey and Ruby reached the roof shortly after. "Hey!" Ruby screamed, making the criminal stop.

"Man, you guys never learn do you?" Spidey said to Torchwick's back.

"Persistent." Torchwick lowly said. The next second a giant airship was seen coming from below the building and stopping right on top of it, shocking the red duo enough for Torchwick to get inside and for it to fly a little higher, taking him a little more out of reach.

"Ok, wow, just wow." Spidey said as he was amazed at what the criminal mastermind was able to pull.

Upon turning around, Torchwick shouted, "End of the line, Reds!" Showing them a red Dust crystal and throwing it at their feet.

Taking careful aim, Torchwick fired at it, making Peter's Spider-Sense tingle like crazy. Knowing there wasn't enough time to get them both out of the way, Peter did the only thing that came to mind when the shot got close to the red crystal and hugged Ruby, blocking the path between her and the crystal with his body and closed his eyes tight, prepared to be in a world of pain.

A few seconds later and Peter was deaf. He knew that an explosion that close would have had that effect on him and the intensive heat as well, but what he didn't expect was to not feel the impact of the explosion itself.

Chancing a look behind his shoulder, Peter saw a pale white older woman with very light blonde hair tied in a bun except for a few strands hanging at the side of her face. Over her bright green eyes were a pair of ovular glasses and had green beads in her earrings and collar. She had a white long-sleeved suit, though it exposed part of her chest, with puffy sleeves that tighten near her wrists before spreading back out near her hands. She also had a black business skirt with buttons running in a vertical line in front of it and lighter black-brown stockings. She had brown boots with heels and had a tattered cape that was purple on the inside and black on the outside.

Apart from that she had a black riding crop, but what was more eye-catching was the fact that at the other end of it was a purple energy shield that took the impact. Letting go of Ruby, Peter tried to ignore the blush that was forming on his face. "Man, you guys have a nick for showing up last minute, don't ya?" He asked at the new arrival lost in him that Ruby also was now sporting in her cheeks a light shade of pink.

Ruby's however, died instantly at the sight in front of her, seeing for the first time the woman that saved them.

Pushing her glasses up, the older woman swung her crop, sending with it some energy beams that struck the airship making it, and Roman inside it, lose its balance as it tried to stay in the air.

Torchwick stumbled to the pilot's cabin, managing to reach the pilot inside. "We got a huntress." He managed to say before the pilot left her spot, making him take it.

The Huntress in question managed to summon a storm that sent some ice crystal to stick against the airship, making Roman unable to make a quick escape. Peter meanwhile was looking for something to do, even if wanted to be like Ruby and stare in amazement the battle happening in front of him.

"Well, when in doubt…" He lowly said before leaping at the airship and using a web line to land at the open side of it. "This is so not how the saying goes." He finished.

He was met with some pale white feet on some dark, glass high heels and a jeweled anklet on the right leg. Looking up, Peter could barely see anything other than the burning amber eyes looking right back at him, and Peter could tell that this was a woman in front of him because of the silhouette of the burning parts of her body.

"Hey, you're not Torchwick!" He said in fake amazement.

He felt his Spider-Sense tingle soon after. Doing a back handspring to avoid some fire blast at his direction. "But you do have his temper. Ever heard of therapy? I hear that it's a good thing to do if you have a lot inside you, and not all of this. I mean, look at you! You are literally burning."

His Spider-Sense tingled again, but wasn't able to do anything as part of the wall of the airship was destroyed by the woman, sending some of the pieces to hit him out of the airship, making him have to zip his way back to the rooftop.

"Oh, man, the trip I've been. There didn't even offer food or a movie on the flight. And they even had the audacity to kick me out mid-flight. They are so getting a bad review online." He said, making Ruby snicker a little and the Huntress to roll her eyes.

The woman on the airship stepped to clear view to the people in the roof, making the Huntress take a more serious look in her eyes. The woman in the airship was the first to strike, sending a fir blast at the Huntress, who formed a purple shield in front of her. Taking her example, Spidey formed a shield out of webbing and stood in front of Ruby. "Wouldn't want you to get a sun burn." He said to her as he saw some of the pieces of the blast melting the floor.

The woman struck again, making the floor that the Huntress was standing in to explode. Luckily, the Huntress managed to do a back handspring with one hand. Peter saw her landing to his left, feeling some of the debris hitting his shield.

"Fancy seeing you hear." He said to her, only to be completely ignored as the Huntress started waving the riding crop, making all of the debris into a giant javelin. "Hey, thanks! I needed a toothpick!" Spidey said as the makeshift javelin to fly directly at the airship.

The woman on the airship started destroying it blast by blast, only for it to reform and continue like nothing happened. Luckily for the people in the air, Torchwick managed to steer the airship so that the woman did not get hurt, ricocheting the into several pieces at the armor of the ship.

With another wave of the crop, the giant javelin transformed into smaller lines snaking their way around the ship. When the woman inside finally regained her footing, she focused her energy in her body. Extending her arms, she released it, shattering the lines and disintegrating the debris they were made of.

With the ship turning around, ready to make it leave, Ruby finally made her presence known as she started shooting at the woman inside, only for the shots to be disintegrated as well as they reached the woman's hand.

"Guess they don't like presents." Spider-Man said, shooting some web lines, connecting them to the ship. Holding on, Spider-Man was able to stop the movement of the ship, much to Roman's annoyance. "But that doesn't mean you have to leave the party early! I mean, the night's still young!"

Having enough of the fight, the woman made the floor beneath all three of them explode, but the Huntress pushed them both forward, making Ruby fall to the ground and Spidey to do a handspring, like the Huntress did after him. Unfortunately though, the sudden push he got from the Huntress made Spider-Man lose his hold on the webbing.

Finally free, Roman finished rotating away and lowered the door, making his way away from the scene. Spider-Man raised both of his arms, intent of giving chase, only for his web shooters to let out a small 'tht-'.

"What? Oh, come on! Always in the worst of times!" He said as he lifted a little his costume's shirt, revealing a mechanical belt, "And no more cartridges, guess four days is the maximum I could carry." He said, already lamenting how much web he used in Remnant since he's been stopping crimes day and night.

Another thought came to him. 'How am I going to make more webbing!?' He said as he ran a hand in the back of his mask. 'Without any of my old equipment, web-fluid is SO out of the question right now!'

Ruby started staring at the woman in her right, her silver eyes sparkling. "You're a Huntress!" She said in excitement, making her turn back to her. She raised her hands bellow her head in excitement, "Can I have your autograph?!"

She simply stood there unresponsive, with a low glare in her eyes, "I need you to come with me." She turned to the red and blue hero, "Both of you."

"Yeah, sure, and my name is the Human Spider." He said, if Ruby was anything to go by, this was a famous person, or at least the profession is famous, and if what he just saw was also anything to go by, then she is a famous cop or something like that, and his relationship with cops was not the best.

Making his way to the edge of the roof, he saw all kinds of police patrols and cars around the area. Clearly someone told them that it was Roman Torchwick the guy here committing the crime. Peter paled a little bit, if the cops here were anything like in Earth, then he would have to face them in order to get out of here, and without his webs it would be a little more difficult. Weighing his option, Peter decided that the fact that she didn't try to kill him on sight was a plus for him. "I mean, only if you ask nicely."

She 'hmmph'd before making her way away from him, followed closely by a duo wearing varying portions of red.

* * *

The sad look that Ruby had on her could melt hearts made of rock. Being beneath a spotlight and looking down, she couldn't even bare to look at the Huntress that was yelling her down for her actions.

"I hope you realize that your actions tonight will not be taken lightly, young lady." Said the Huntress that was walking behind her. "You put yourself and other in great danger."

"They started it!" Ruby said, trying to defend her actions as she finally gathered the courage to look at her.

Ignoring the small outburst, the Huntress continued, taking out her scroll and looking through it, "If it were up to me, you'd be sent home with a pat on the back…" She stop for a little bit, making Ruby smile a little in hopes that the Huntress was glad for what she did. "… and a slap on the wrist." She finally concluded, taking a swing with her crop at her arms on the table, making her recoil in defense as she got her arms close to her with a small "Eeek!"

Only the crop never reached the table. It was stopped by a red outstretched arm grabbing a hold of it coming from the ceiling above the table. "Isn't that a bit too harsh?" He innocently asked. "I mean, she only did what she thought was right, I'm sure that you would have done the same in her situation."

Ruby looked up with sparks in her eyes, seeing the red spider on the blue back of Vale's vigilante sticking up for her against a Huntress nonetheless.

"You are just as immature as her." She calmly replied. "Every day in the last four days, you have been all over Vale, going after every crime that you came across with. The presence of you is making the cops work harder as the White Fang are sending stronger men for the Dust robberies, and no amount of cops could stop them if they continue like that."

"I'm only trying to do the right thing, just as Ruby here was trying to do the right thing tonight." He calmly replied to her accusation, letting go of the crop. "I know that I'm not perfect, hell I am far from being even close to perfect, but I get up and do what I think is right. Not because it's my job, or because I feel good by doing it, but because it's the right thing to do. And if the White Fang or Torchwick, or anyone is going to do something wrong, then I'm going to be there to stop them."

The Huntress sighed lowly, she wanted to chew his ear off at how idealistic he sounded, and that the real world didn't work like that, but the night was getting late, and she didn't know if she could keep them both longer than what she planned.

"Anyway, because of tonight's… events, there is someone here who would like to meet you." She said, gaining an interested look from both individuals.

Stepping away, she uncovered a pale white middle aged man with tousled grey hair and sharp facial features. He was wearing shaded glass spectacles and a dark green scarf that had a small purple cross shaped emblem. He was also wearing an unzipped black suit over a buttoned black vest and a green undershirt, black trouser shoes and long dark green pants.

Coming forward to the light, both could see that he was holding a plate of cookies and a white mug with a grey emblem on it.

His brown eyes landed on the occupant of the chair in front of him as he stopped before the table. "Ruby Rose…"

Ruby for her part had a dumbfounded face as she immediately realized who just said her name. Making his way over, the middle aged man leaned forward, taking a really close look to Ruby's face. "You…" He started to say, getting Peter's interest at the odd behavior the man was showing. "Have silver eyes." He finished.

Ruby was even more dumbfounded after that, "Uh-Um." She started, not really knowing how to follow something like that.

Spidey, God bless his soul, saved her twisting mind. "Old, tall man…" He started, making the person straighten out and look up until his brown eyes connected to Spider-Man's lenses. "You…" He continued as he leaned forward, much like the old man did to Ruby. "…have silver hair." He finished before snickering. "You see, it's so awkward when someone does to you!" He said at the impressively calm man's face.

The Huntress however, did not take Spider-Man's antics so easy, "Why you! Don't you know who you're talking to?!" She hardly asked but stopped her rant as she saw the man's face.

"Now, now Glynda, it's rude to start shouting at guests." He calmly said.

Spidey crossed his arms and face the Huntress himself. "Yeah, Glynda! How rude of you."

Taking a step forward with a red face, Glynda turned back to what she was doing in her scroll, she showed it to Ruby and Spidey, having some clips of her fight with Roman's men earlier that night.

"So, Ruby, where did you learn to do this?" He asked, pointing with his head at the video.

"S-Signal Academy." Ruby responded, extremely uncomfortable with who she was talking to.

"They taught you to use one of the most dangerous weapons ever designed?" He quickly asked.

Peter chose to stay quiet; he wanted to learn why every girl he met was having a deadly weapon and knew how to fight. Especially since they seem to be taught at an early age, and that it was almost like a school system.

"Well, one teacher in particular." She quickly responded, not wanting the old man to start getting any ideas that Signal was getting more dangerous with they're weapons.

"I see…" The old man responded, setting the plate of cookies down in front of the red caped girl.

She hesitantly started reaching for one of the cookies, half expecting to be yelled at for trying, getting her hand on one, she took it to her mouth as quickly as she could, looking up, only to see no reaction from the two adults.

She then began devouring all the cookies in the plate, occasionally looking up, seeing the slight surprise in the adults at the pace that she was eating.

"It's just that I've only seen one other scythe wielder of that skill before." The old man said suddenly. "A dusty, old crow." He said looking up in memory.

Ruby had the last cookie that was on the plate and started speaking at him. "Mmmm. Thash muh unkul!" She happily responded, clearly unaware that she was speaking with her mouth full, only to be reminded of it by the man's slightly disgusted face. Setting the cookie down on the plate and swallowing the crumbs in her mouth, she began again. "Sorry." She said with a small laugh. "That's my uncle Qrow! He's a teacher at Signal. I was complete garbage before he took me under his wing. And now I'm all like—Hooowaaah!" She started making hand chopping motions with her arms, making Peter chuckle a bit.

"So I've noticed." Replied the old man as he saw Ruby reaching for the last cookie again.

Having only inches from her mouth, she stopped as she heard some growls coming from above her. Looking up, she saw Spider-Man with his arms over his stomach. "Oh man, you didn't hear that, did you?" He said as he saw all of the occupants in the room looking up at him. "So sorry, it's just that I haven't eaten anything in a while now, but please continue." He urged them, taking his left arm away and waving it in front of himself, trying to erase himself again.

Ruby looked down at the cookie in her hand and the man crouched in the ceiling above her, still holding his stomach with his right arm, and made her decision. Standing up, she tapped Spidey's shoulder, making him turn around to see her offering the cookie. "Oh, you don't have to do that." He said, not wanting to trouble her, " I said I'm fi-" He would've continued if it wasn't for the face she was making. She looked almost ashamed of herself for eating all the cookies by herself without thinking of the spider hero, and he knew if he refused her gesture, I would have left her eve more devastated.

He slowly reached for the cookie, grabbing it, he looked directly into Ruby's silver, sparkling eyes, "Thank you." He said, reaching from the base of his neck, and pulling his mask all the way up to rest in his nose, showing his white complexion and his pearly whites as he bit down on the cookie, seeing the delighted face of Ruby as she sat back down.

"So, Ruby, what is an adorable girl such as yourself doing at a school design to train warriors?" The adult man asked, setting the mug of hot coffee down on the table, and leaning on his hands against the table as well.

"Well, I want to be a Huntress" She answered, the short answer being the only thing that came to her mind.

"You want to slay monsters." He coolly said, making Spidey choke a little bit on the crumbs of the cookie, though nobody noticed.

"Yeah!" She simply responded, before continuing, "I only have two more years of training left at Signal, and then I'm going to apply to Beacon!" She raised her hand to the side, "You see, my sister's starting there this year, and she's trying to become a Huntress," She raised her other hand. "And I'm trying to become a Huntress 'cause I want to help people. My parents always taught us to help others, so I thought, 'Hey, I might as well make a career out of it!'" She giggled a little bit before putting her hand back in the table. "I mean the police are alright, but Huntsman and Huntresses are just so more romantic and exciting, and cool, and really—" She cut herself as she couldn't handle the excitement of the speech she was giving and her thoughts of her life as a Huntress. "You know?!"

The silence was all she got, but Spidey got deep in thought. 'She wants to help people, that's very noble. If only I would have realized that before-No. Don't go there Parker, you do not want to go there!'

The man in the chair finally asked. "Do you know who I am?"

Ruby immediately answered, without any hesitation, "You're Professor Ozpin. You're the headmaster at Beacon."

A small snicker escaped from the usually stoic man. "Hello." Ozpin finally said.

"Nice to meet you." Ruby replied, without missing a beat.

"You want to come to my school?" He asked her, even after what she said in her long speech.

"More than anything." She replied.

Looking at Glynda, only to receive a low 'Hmmph', he looked at Ruby again before saying, "Well, okay."

This gave Ruby the biggest smile that she ever had. "Now, Ruby, if you could please leave us, I still need to speak to our friend up there," He said. She simply got out her chair, and let herself be let out by Glynda, closing the door behind them.

Peter let himself fall from the ceiling, twisting his body so he could land butt first in to the chair and raising his feet over the table. "You know, you're placing a lot of trust in her." He said as he put his hands behind his head.

Ozpin was still as calm as ever. "So did you when you defended her against Glynda." He said before pushing his spectacles back up, "So is everyone in Vale when they all let you swing around the city. You have made them feel safer, Faunus and humans alike."

"I only do what I can." He said, letting his feet down and straightening up. "I'm not a hero, nor do I think that I could be one like Ruby over there could, I only do what I think is right, no matter the cost."

"I see." He responded. "I have a feeling that you already know the costs of your actions."

Glynda made her way back, closing the door behind her as she finished working on her scroll. Putting it in front of Peter to see. The video was of a clearing in a peaceful forest, only for it to be disrupted by s bright light. When the light died, Peter could see himself making his way up to his feet. Peter could remember that day as if it was yesterday, that was the day he was transported to Remnant!

The video flash forward the fight with the Grimm, and him making it to Vale. Stopping at the transformation of his unstable molecules suit. The paused video made the face of Peter Parker clear as daylight to anyone watching it.

"How long have you been following me with those?" Peter asked after a long time of silence.

"Ever since you landed here, until this night." Ozpin simply responded, knowing the pain the young man must be going through. To be reminded that you are not from here must not be a nice experience.

Peter decided that the mask was no longer a necessity. He slowly started to take it off, revealing the messy, wild brown hair underneath. "Then you know what happened."

"More or less, you do tend to talk a lot to yourself about the past." Glynda responded this time, making sure that the teen was alright after everything.

"And you know my lack of money or work probability then."

"From what we have in the video, you are pretty much a homeless man." Glynda said.

"Which is why I want to help you." Ozpin said.

"Help me? Are you offering me a job?" He said, quiet surprised that anyone would do that.

"More or less. I want you to be a student in my school." He said. "We can give you food and shelter, plus we'll give you some Lien for some odd jobs."

Peter sighed loudly. He weighted his options and knew that he had no decision. Either die of starvation or join Beacon, and the answer was painfully clear. "I have two conditions." He finally said.

"Which are?" Ozpin asked as he interlocked his fingers under his chin.

"I need access to some kind of science lab, web fluid is hard to make if you don't have the required materials." He said as he pressed his web shooters, making a low sound and not firing any web.

"There's one in the school, any materials you may need, you come to me and I see what I can do." Ozpin replied. "And the second one?"

Peter sighed again, this was not going to be easy.

 **A.N. Is this considered a cliffhanger?**

 **If it is, I am so sorry about that.**

 **Wow, this is by far the longest chapter I have written, and also the first that follows RWBY's cannon.**

 **I want to thank everyone that follows and faves this story, and of course the reviews, you guys are awesome.**

 **I want to ask people something, what should Peter wear as his civies for when he's at Beacon?**

 **I doubt kahki pants could seem like something a fight would wear, and jeans might get in the way of his agility.**

 **Hope you enjoy it.**

 **Cheers!**


	7. Welcome to high school!

_Disclamer: I don't own anything Spider-Man or RWBY. Spider-Man is a product of Marvel, RWBY is a product of Rooster Teeth._

Peter Parker sighed for the umpteenth time that morning. He was wearing a black suit with a black tie and a white undershirt, decorated finally with some fancy black shoes. He was holding his hands in front of him between his legs, paying respects to the gravestone in front of him, hanging his head low in a long silence.

The gravestone in front of him read 'May Reilly Parker' with some words bellow. 'There's a hero in all of us'.

'I'm so sorry, Aunt May.' He thought to himself, finding it hard to speak as he was holding back tears as best as he could. 'If I would have been any better, you wouldn't have suffered like you did.'

Looking a little to his right, Peter let a few tears fall as he saw a second gravestone. 'Ben Parker' and bellow one could read, 'With great power, comes great responsibility'.

'I failed you both.' He thought. 'I couldn't protect you, even with this power that came to me. I've failed you both again.'

He took his right hand and swiped the tears away with it, seeing as the Unstable Molecules in his suit were already drying and cleaning themselves. He chanced a look at the watch that the molecules made and his eyes widened a little at the time.

Taking something out of his jacket pocket, Peter opened it up, revealing it to be a black Scroll, checking the time, he double checked that it was indeed getting late for what he had to do. Putting the Scroll back, he looked at both gravestones, "I'm sorry that I can't be here more time." He said to them.

He turned around, "I know that you would probably I lead a normal life, grasp this second chance." He started walking away slowly, "That not everyone is meant to make a difference. Sorry, but for me, the choice to lead an ordinary life is no longer an option."

He made his way towards the meeting point, 'I really should thank Ozpin again for this, and for the Scroll.' He though, turning the suit in his chest.

The suit began modifying itself, making way for a dark blue, sleeveless hoodie with a black shirt underneath, clearly visible for the long sleeves and under a pair of dark blue shoulder pads. The suit pants were changed for some plain dark blue pants, and finished with some plain black, with a little bit of red and white here and there, parkour shoes, complicating wall-crawling a little bit, but not making it impossible for him.

Making a dash towards his destination, Peter couldn't help but think 'Man, I'm getting better with this thing!' He leapt up, going over the small fence with ease with a clear target in mind.

Peter finally reached the pier that was being occupied by a giant airship; it appeared to have varying shades of white, grey and black. He also noticed various young students boarding said pier, making his way closer, he got the view of a banner saying 'Students of Beacon'.

Wasting no time, he made his way in, following in line to the single viewing gallery. It appeared to twelve feet across, and had four semicircular windows on the sides.

Seeing the door behind him shut, Peter made his way towards one of the windows, seeing as some people were standing around in groups talking excitedly of what's to come.

Snickering to himself, Peter chanced a view outside, seeing the tall buildings outside. Moments later, he saw that the airship unfolded its wings, which surprised him a little bit. He eyed the flapping wings, feeling the airship rise from the ground. He realized that the wings were going too slow if they wanted to fly, so he deduced that they must be used for steering, and the power came from Dust somewhere inside.

Seeing them going up, Peter couldn't help but feel bored. He was used to the thrill of web swinging around the city, and this is kind of mundane compared to that, but he did enjoy the view. He always appreciated the view of the buildings when he swings around, but seeing everything bellow him was something that he could never get tired of.

"Oh, I can't believe my baby sister is going to Beacon with me." His moment of peaceful silence was interrupted by a loud, yet strangely familiar voice. Looking around, Peter spotted a mess of yellow, orange, red and black that was Yang hugging Ruby as hard as he could. "This is the best day ever!"

"Please stop." Ruby lowly said, and Peter could hear the restraint she was putting, probably because of the lack of oxygen.

"But I'm so proud of you!" Yang retaliated, as she excitedly let go of her little sister.

"Really, sis, it was nothing." She calmly said, wanting the new attention she was getting from onlookers to be gone.

'You went up against one of Vale's most wanted criminals and were accepted into this world's 'High school for Huntsman' two years earlier than everyone else and you say it was nothing!' He thought with a small smirk. 'Call me, when something actually happens, please.'

"What do you mean? It was incredible!" Yang said, clearly excited for her sister. "Everyone at Beacon is going to think you're the bee's knees."

'Bee's knees? Do bees even have knees?' Peter thought, bewilderment in his face at that saying. 'And is that really you're A game?'

"I don't want to be the 'bee's knees', okay?" Ruby finally said, raising her voice a little bit too. "I don't want to be any kind of knees! I just want to be a normal girl with normal knees."

"What's with you? Aren't you excited?!" Replied Yang, confused to see her younger sister being like that.

"Of course I'm excited. I just…" Ruby said with a small sigh. "I got moved ahead two years. I don't want people to think I'm special or anything." She finished, letting her head down.

"But you are special." Yang said, walking to Ruby and putting an arm around her shoulder. "Besides, I hear that there's another student who came here early as well!"

"Really!?" Ruby asked, looking up in surprise and excitement, "Who?!"

"I don't know," she said, before she started looking around, trying to see anyone that might appear younger than her. "But I heard that it's a guy."

The search stopped though when they heard a news report. "… The robbery was led by nefarious Roman Torchwick. Who continues to evade authorities. If you have any information on his whereabouts please contact the Vale Police Department. Back to you, Lisa." Finished the male voice. The sudden noise happening behind him, made Peter react by jumping a little bit away from the noise. He turned around, seeing a pale white woman, with silver hair, wearing a purple shirt with a black coat over it, and underneath her were the words 'Lisa Lavender' in clear view.

"Thank you, Cyril." She replied. "In other news, this Saturday's Faunus Civil Rights' Protest turned dark when members of the White Fang disrupted the ceremony. The once peaceful organization has now disrupted…" That was all she said as the transmission was cut off.

Peter groaned inwardly, 'Torchwick and the White Fang are still out there.' He thought to himself. 'And if reports are anything to go by, they're getting more and more dangerous.' He looked down before smirking, 'At least they're not going into fashion, now that's the real crime they're doing.'

He looked up again to see a hologram of Glynda Goodwitch where the screen was. "Hello, and welcome to Beacon." She politely said.

'Must be a recording.' Peter thought, 'If it was live, she would be shouting everyone's ears off.'

"Who's that?" Yang asked.

"The ghost of Beacon's past!" Peter responded, though immediately hid from everyone's view as he saw Yang turn to where he was with a smirk on her face.

'Stupid mouth!' He thought to himself.

"My name is Glynda Goodwitch." Replied the holograph.

"Oh…" muttered Yang.

'Definitely a recording.' Thought Peter.

"You are among a privileged few who have received the honor of being selected to attend this prestigious academy. Our world is experiencing an incredible time of peace, and as future Huntsmen and Huntresses, it is your duty to uphold it. You have demonstrated the courage needed for such a task, and now, it is our turn to provide you with the knowledge and the training to protect our world." Said Glynda, before disappearing from sight.

'No pressure, then.' Peter thought to himself as he made his way back towards the window. 'Now that I think about it, am I attending superhero school? If I am, this is such a downgrade! I remember when I was a teacher at Xavier's, or Jean's or Smelly Dog's School of Mutants, those were fun! If we exclude all the near-death experiences.'

He felt as more students made their way towards the window as well. Turning, he saw that Ruby and Yang were at the window as well.

"Look! You can see Signal from up here!" Ruby said in excitement. "I guess home isn't too far after all."

Peter stopped listening after that. That had hit him like a ton of bricks. Even after the four days that he has been here, Peter hasn't considered Vale his home. He started thinking of home, and visualized the old house he lived, where Aunt May was always ready with some meat loaf, and Uncle Ben sitting at the table, reading the newspaper and doing small talk with her.

'No, home is pretty far from here.' He thought. 'And from there, and there and also that spot over there.' He thought, mentally pointing at random spots in the city

That train of thought stopped abruptly as he heard the stomach of an unlucky guy. Turning around, he saw a pale white blonde boy with dark blue eyes. He appeared to be a little bit toned, and had white chest plate and shoulder armor and back plate over a black short sleeved hoodie. He also wore some orange-red sleeves, connected with some brown fingerless gloves that went up to his wrists. Also, he was adorned by blue pants under had two belts with different shades of brown that had pouches around, with a white patch on his left knee, with black sneakers that had white soles. Peter saw a white sheath of a sword of the guy running away from the view, probably for the bathroom or whatnot.

"Well…" Said Yang as she put her arm on Ruby's shoulders again. "I guess the view isn't for everyone."

"It was a nice moment while it lasted." Replied Ruby, already forgetting the attention she had just a few seconds ago.

"I wonder who we are going to meet." Yang said in excitement as they approached what looked like the border of a mountain.

"Uh, I just hope they're better than 'Vomit Boy.'" Ruby said.

'Ouch!' Peter said, feeling a little bad for the guy. 'So much for a first impression.'

Ruby jumped as far away from yang as possible, "Oh, Yang, gross, you have puke on your shoe!'

The next few seconds were filled with Yang repeating 'Gross. Gross. Gross.' And Ruby replying "Get away from me!" In response.

'I changed my mind,' Peter thought, 'I think that's the best first impression I have seen in my life!' He said with a small snicker.

Finally landing, 'Vomit Boy' went to the nearest trash can he could find, while the rest of the students passed by him without giving him a second glance. Feeling sorry for the poor guy, Peter made his way up to him, and placed a hand in his back. "There, there." He said, "Just let it all out." He said with some small taps in the back.

After finally finishing throwing out every breakfast, lunch and dinner he had in this last few days, the blonde boy slowly looked up at Peter.

"Thank you." Was all he said, still feeling weak after throwing up.

"Any time, buddy." Peter replied before taking his hand off the older teen's back, "Anything you need, you come to me."

A small nod was all he received as the blonde boy was resting his head in the can. "You can go now; I think that I'm ok."

"See you later, then." Peter replied with a smile as he went on his way after seeing the blonde teen finally straighten up.

That smile soon turned into shock, what was in front of him was not a school, but a castle. He was staring at the big courtyard in front of it, filled with pillars and more decoration, followed closely by a set of towers, displaying a lot of power was inside.

Peter couldn't help but quote one of his favorite movies, though he did manage to keep it to himself. 'It belongs in a museum!'

Making his way to the courtyard, he couldn't help but seeing the retreating form of Yang surrounded by a lot of people. Looking back, he saw that Ruby was stumbling to even stand up from the dizziness, and he could see her moving her mouth.

'Talking to yourself, eh? Been there, done that, though everyone always gives you looks like you are a weird stain on the rug.' He thought, making his towards her as he saw she was about to fall on a lot of white luggage.

Unfortunately for Ruby, Peter didn't make it in time, making her fall and disorganize all of the bags. Finally getting her senses back, Ruby was greeted by the white heels of a very pretty pissed Weiss. "What are you doing?!"

"Uh, sorry." Ruby replied, making her way back up, leaning on her stretched arms instead of her back.

"Sorry? Do you know the damage you could have caused?" Weiss started pointing her finger at the downed girl.

Ruby started picking up one of the bags, trying to reorganize it as best as she could, but it was snatched quickly by Weiss. "Give me that!" She opened the bag as Ruby looked confused at the whole ordeal, "This is Dust, mined and purified from the Schnee Quarry."

The confused look of Ruby continued, making Weiss feel a little more irritated. "What are you, brain dead?! Dust!" She said as she took a little bottle with red Dust, and started shaking it as she spoke. "Fire, water, lightning, energy!" She said as Ruby stood up, inadvertently letting out some of the red Dust that starting reaching the younger girl's nose.

Peter saw what was transpiring and couldn't help but feel sorry for Little Red Riding Hood as she had her ears chewed off for the second time in less than twenty four hours. What he didn't see was the red Dust cloud that was going in to Ruby's nose, that stopped though as Peter felt a tingle of his Spider-Sense, making him freeze up and look around him.

"Are you even listening to me?! Is any of this sinking in?!"Weiss said shaking the Dust bottle a little more, before leaning forward accusingly, "What do you have to say for yourself?!" She demanded.

'Yeesh, I bet she could outshout Nick Fury.' Peter thought, clearly feeling the volume of the 'conversation' the closer he got, but still looking around aimlessly at what his Spider-Sense was warning him about.

Peter then looked back at the two girls, or one girl and the other one behind a fog of red, clearly ready to sneeze. 'Aaaand there went the nice day I was having.' He said as he prepared himself for the shockwave.

Ruby couldn't hold the sudden sneeze in, liberating the air in to the Dust, making Weiss be completely covered in a red cloud as fire, ice, and lightning Dust fused together in a little explosion, fortunately, Peter was the only one close enough to feel the shockwave, but he couldn't say that for the former white wearing girl, now completely covered in ashes and with a bottle no longer in her hands.

"Unbelievable!" She shouted when she regained her senses of what just transpired. "This is exactly the kind of thing I was talking about!" She said as she cleaned herself.

"Actually, if I may." Peter said, making Weiss turn around and Ruby to lean to her left, looking at the newcomer with slight relief. "It was very clear that that bottle you had there was not sealed properly." He said as he scratched the back of his head.

"How dare you!?" Now Weiss started shouting at Peter, clearly offended that something she knows like the back of her hand was left unattended by her. "What even makes you say that!?"

"Well, the fact that you could see the red powder in the air, or the fact that it was said powder that made the girl behind you sneeze." He said as he looked her straight in the eyes. "The fact that you were concentrated in chewing her ears off, doesn't let you get careless about stuff like this, one could seriously get hurt if you do." He said with a mischievous smile, knowing that she was bad mouthing Ruby for being careless around Dust.

"Do you even know who you are speaking to?!" She shouted again, crossing her arms in indignation.

"Um, the ghost of Beacon's present?" He asked, earning a muffled giggle by Ruby and a hmpf by Weiss.

"So it was you that made that tasteless joke when Professor Glynda appeared." Weiss said. "I can't honestly say I'm surprised."

"Tasteless? Oh, My apologies your majesty," He said while taking a bow. "I'll be sure to upgrade my comedy for the Princess."

They all heard a few footsteps coming their way, "It's Heiress, actually." Said the newcomer as the all turned to see Blake.

Peter smiled at her, which gracefully returned, before turning to the others girls of the dysfunctional group. "Weiss Schnee, heiress of the Schnee Dust Company," She said while holding the forgotten bottle of Dust, "one of the largest producers of energy propellant in the world."

Weiss turned to her with a victorious smile, "Finally, some recognition!" Making Peter roll his eyes. Weiss was starting to seem a lot like Sally Avril, clearly wanted to be the most popular, and was ready to shout anyone down at a moment's notice.

"The same company infamous for its controversial labor forces and questionable business partners." Making Peter snicker a little and Ruby to giggle as well.

"Wha-" That left Weiss a little speechless "How dare-!"

"Yep, definitely the recognition you want." He said, making Weiss turn angrily at him. "Hey, you're the one that wanted the recognition, I was just lucky enough to be here when it happened." He said, before looking up. "Now, if only I would have brought my camera."

Seeing that she was outnumbered three-to-one, Weiss decided that the best course of action was to leave the place stomping, but not before snatching the bottle from.

"Hey, don't forget to give it a little shake!" Peter shouted at her storming form. "I here that it helps before consuming!"

He turned back, seeing Ruby giggling a little bit and Blake holding a smirk. He made his way towards Blake as he Ruby started shouting at Weiss as well. "Fancy meeting you here." He said.

"And you as well, but I have to go now." She said, taking a few steps backs, "We'll talk later."

"Sure," He said with a slight shrug, "guess I'll see you around."

Turning back, he saw Ruby was looking downward. "I guess I'm not the only one having a rough first day."

"So what's -!" She started, only to see Blake's retreating form as well, noticing the book she was reading.

She quickly slumped down to her knees, making herself land on her back again with a sigh. "Welcome to Beacon…" She said, closing her eyes before a shadow covered her face from the sun.

"Why thank you!" Peter said as Ruby saw his outstretched hand and smiling face when she opened her silver eyes. "But I do have to admit that the reception services for this place kind of suck!"

Taking his hand, Ruby let herself get pulled up by Peter, "So, my name is Ruby, Ruby Rose." She said, clearly a little bit happier with the joke.

"Peter, Peter Parker." He said back, glad to see her face brighten up a little bit. "And I swear if I hear a PP joke, I'm so no talking to you for like a day."

This got her to start failing miserably to control a giggle, "No promises." She said, even though she was not thinking about any.

They heard a new set of footsteps getting closer. Turning, they saw the blonde guy that had his insides puked out walking towards them. "Hey, I'm Jaune…" He shyly said.

"Well, hi Jaune." Peter replied with a smile. "I'm Peter, and this right here is my lovely sidekick Ruby."

Ruby turned at Peter, "Hey, I'm not your sidekick!" She childishly retorted, with her balled fists against her waist, but snickered a little bit as she saw Jaune.

"Aren't you the guy that threw up on the ship?" She asked at him.

'First impressions, Jaune, first impressions.' Peter thought to himself while silently shaking his head with a small smile.

* * *

Walking was always relaxing to Peter, not as relaxing as he found Web-swinging, but relaxing nonetheless. Especially if he was walking with someone besides him, having someone to talk to always cleared his mind.

"All I'm saying is that motion sickness is a much more common problem than people let on!" He said to Ruby.

"Look, I'm sorry 'Vomit Boy' was the first thing that came to mind." She replied to him.

"If I said the first thing that came to my mind, I would have been in a world of problems." Peter said, low enough so the two people beside him couldn't hear him, "Oh, wait, I already am in a world of problems. And I do say the first thing that comes to my mind, guess there really is a relation between the two!"

He decided to put his hands in his pockets, feeling a paper he didn't remember putting there. Pulling it out, he discovered the crumbled piece of paper. Straightening it out, he discovered the words on it, 'So, decided to hang up the ridiculous mask after all? Secret's safe either way, hope to see you soon.' He immediately knew who it was from, thinking about a certain raven head and amber eyed hidden Faunus with a smirk.

"Oh, yeah, what if I called you 'Crater-face.?" Jaune retaliated, recounting the explosion that Ruby caused not a few minutes ago.

"Hey! That explosion was an accident!" Ruby said in slight indignation.

"Crater-face? I was thinking more like Bomb-Girl, or maybe Little Red Riding Boom." Peter said nonchalantly. "You have to up your game in the quips department little Jauney, or else we're going to be stuck with lame ones like that."

Then he saw Ruby's face, really ashamed of what had transpired and of the whole ordeal with the Schnee heiress. He would have said something if Jaune wouldn't have beaten him in that.

"Well, the name's Jaune Arc! Short, sweet, rolls off the tongue, ladies love it!" That made Peter stop for a bit, as both he and Ruby gave Jaune a questioning look.

"Do they?" They both asked at the same time with mild uninterest of the clear lie.

"They will!" Jaune quickly replied as they started walking again. "Well, I hope they will."

"Well, at least you have confidence." Peter said, clearly remembering that he lacked that in middle school. "I'm sure that some of them will."

Ruby finally ran out of things to say, with all the name calling and awkward parts out of the way, she never really took the next step in any of her friendships, and this time she was talking to two older boys. Doing the first thing that came to mind, she started pulling out her baby. "So, I got this thing." She said, as she pulled it out and dug it in the floor.

"Whoa!" Jaune was clearly surprised by the size and deadliness of the weapon the little girl of the group had. "Is that a scythe?!"

"It's also a customizable, high impact velocity sniper rifle." Ruby said with a smile as she took it in her hands.

Turning to Peter, Jaune asked, "A wha-?"

"It's a gun." Peter replied as Ruby pumped the gun part, as if to make a point, while eyeing the red scythe himself.

"Oh." Jaune said, "That's cool!"

"So, what've you got!?" Ruby asked, exited to see another one's weapon.

"Oh, uh, I got this sword." He Jaune said as he unsheathed it, making Ruby eye it with interest.

"Ooooooh." She said, as Peter focused on the sword as well.

"Yeah, I got a shield too." Jaune said as he took the sheath that the sword had and transformed it into a white shield with a golden arc symbol on it.

"So, what do they do?" Ruby asked as she poked the shield, making the mechanism inside to recoil, sending the poor blonde teen to fetch it before it hit the ground, though he failed miserably, clearly not expecting the sudden jump of it.

Picking it up, Jaune began to explain, "The shield gets smaller." He said, as he showed just that, "So when I get tired of carrying it, I can just put it away."

"But, wouldn't it weigh the same?" Ruby innocently asked.

"Says the girl carrying a scythe that's bigger than her behind her back at all times." Peter remarked, finding ironic how she would question that. Making Ruby blush a bit at being called out on that.

"Yeah, it does." Said Jaune, answering Ruby's question with a little sigh at his explanation was not the way it went like he was expecting.

They both turned to Peter with curious looks. Making a search of his entire body, but coming up empty as they couldn't find any weapon on him. "What? Do I have something in my clothes?" He asked, looking in his body for anything that they would be looking at.

"So, what's your weapon?" Ruby asked, clearly exited to see her first friend in Beacon's weapon.

"Oh, that. Well," He started, clearly uncomfortable with the stares he was receiving. "I don't have any." He said as he scratched the back of his head.

The incredulous looks he was receiving made him want to shy away from there, to get as far away from them as possible. "Not any!" Ruby practically shouted.

"W-well, you see," Peter started, trying to come up with an excuse fast. "I was taught in hand to hand combat, even against Grimm, and I never liked using weapons, it just wasn't who I was, and starting now would mean having to train with it, something that I wouldn't want to do since I'm already here." He said, which wasn't really far from the truth actually. Peter taught himself and was taught, slightly, by others to perfect his hand to hand combat as Spider-Man, even coming up with his own fighting style, The Way of the Spider, when he briefly lost his Spider-Sense thanks to training with Shang Chi.

Plus Peter was not the Punisher, nor did he ever want to be like him. And combined with his spider strength, even something like Daredevil's Billy Clubs could end up being deadly, he had a hard time pulling his punches, and he would even had to do more if he had a weapon. Sure, he could use something for Grimms, but explaining why he had a weapon for Grimms and not in a sparring match, like Glynda oh so happily pointed out when he agreed to go to Beacon, is something that he could not come up with a sensible excuse.

"Ooh." Said Ruby, "I guess it's still cool of you could take something out, even if you don't have a cool weapon. And well, I'm kind of a dork when it comes to weapons." She said as she passed her fingers though her scythe. "I guess I did go a little overboard with designing it."

"Wait." Said Jaune, "You made that?"

"Huh. Color me mildly impressed." Said Peter while giving a closer look to the scythe with crossed arms.

"Of course!" Ruby said with a slight nod to Jaune. "All students at Signal forge their own weapons."

"Well, I might just call you My Little Blacksmith." Peter said, making Ruby turn to him with a slight blush but with a slightly ashamed face. She was always proud of her design, and all the work she put on it, but was always kind of against telling anyone that might taunt her for her passion. Her face brightened up though, when she saw the genuine smile that Peter was sporting, clearly meaning that he did the joke in good nature.

"W-Well, mine is a hand me down." Jaune said with his head slightly down. "My great-great-grandfather used it to fight in the war."

"Sounds more like a family heirloom to me!" Replied both Peter and Ruby at the same time.

"Jinx!" They both said while pointing a finger at the other one before bursting out in laughter at that.

"Well, I like it!" Ruby finally said to Jaune after the laughter died down. "Not many people have an appreciation for the classics these days."

"Yeah." Said Jaune, as both he and Ruby put their respective weapons away. "The classics." He said while Ruby turned back to Peter.

"So why'd you help me out back there, in the courtyard?" She said, noticing that there was no reason for him to stick his neck out for her, a total stranger, and end in a battle of wits with the Schnee heiress.

Peter looked down in deep thought, thinking clearly about his answer. To his surprise, this was the first time someone asked him why he did something. Even after a year fighting criminals in a spandex uniform, no one seemed interested on his reasons, at least no one who he would speak to while in costume. "Because it's our job." He said, looking back at the expressions of bewilderment from the two beside him. "We decided to protect people the moment we first entered a combat school in order to become Huntsmen and Huntresses, that means sticking our necks out for anyone in trouble. Doesn't matter if they're good or bad, or we are up against Grimms or not, we decided to take the power to fight for those that can't, and that means taking the responsibility as well." He said, noticing how he was leaving both of the teens that were with him behind when they stopped to process the information.

Ruby was honestly surprised of what the brunette said. After being only a few minutes with him, she assumed that he was a happy-go-lucky guy, always joking about anything and everything. But then she saw him in a new light, how he took this seriously and wanted to protect people, no matter the cost. She was sure that Peter knew that going up against the ice princess for her was going to cost him a new enemy, and still, he went with it, only because he thought that it was the right thing to do.

Ruby saw as Peter stopped and turned around, "Hey, does anybody know where we are going?" He asked with a smile.

Jaune replied first, "Oh, I don't know, we were just following you." He said, before asking, "ou think there might be a directory?"

Peter's smile turned a little mischievous, "I was thinking more of a food court. I'm starving!" He said, as he made his way back to the group.

"So that's a 'no'?" Asked Jaune, making Ruby snicker a little bit.

"That's a 'no'." She replied, happy that she met both Peter and Jaune when she got here, and befriended them quickly.

"Guess the front door is the way to go then." Peter said, as he made his way back, with the small group beside him.

* * *

Peter couldn't stop being amazed at the sheer size that was Beacon academy. Making his way inside, with Ruby and Jaune, beside him, he couldn't stop looking up in amazement at the huge entrance, filled with numerous students.

"Ruby, over here!" He heard a voice say, looking at that direction, he saw a blonde bombshell waving madly at the group. "I saved you a spot!" said Yang to her little sister.

"Oh, hey I got to go." Ruby said to them, "I'll see you after the ceremony!" She said, receiving a little complain by Jaune and a two finger salute by Peter.

Jaune sighed a little bit. "Great, where am I supposed to find another nice, quirky girl to talk to?" He said to himself, unaware that Peter was still there.

"Well, I know I'm nice, quirky is something that a lot of people say about me, but I'm not a girl since the last time I checked." He said with a smirk. "Come on, Jaune," He put his arm around the taller teen's shoulder, "Let's see if we can find a spot for ourselves." He said, dragging a little bit a blonde teen, who was glad that Peter was still there for company.

What Jaune didn't know was that Peter's sharp eyes caught a red head, who had her hair in a long ponytail, in a light-brown and bronze strapless armor in an elastic, black, A-line miniskirt and brown opera-length gloves, with a red ankle length drapery around her skirt looking straight at them with her right hand on her hip.

Ruby had her arms crossed against her chest, standing beside her older sister. "How's your first day going, little sister?" The blonde bombshell asked innocently, trying to break the ice that was forming between them.

"You mean since you ditched me and I exploded!?" Ruby practically shouted.

"Yikes." Yang said, "Meltdown already?" She calmly asked, turning to face the younger of the two.

"No, I literally exploded a hole in front of the school…" Rube said as she raised her hand, "And there was a fire, and I think some ice." She finished, trying to remember the exact detail whe she put her hand on her chin.

"Are you being sarcastic?" Yang taunted her little sister.

"Ugh, I wish!" She said, unaware of a certain white haired teen standing behind her, "I tripped over some crabby girl's luggage! And then she yelled at me, and then I sneezed, and then I exploded, and then she yelled again. And I felt really, really bad! And I just wanted her to stop yelling at me-!"

She was interrupted when a loud "You!" was screamed really close to her, making her into her sister's unexpected arms.

"Oh god, it's happening again!" She cried.

"You're lucky we weren't blown off the side of the cliff!" Weiss said with her arms against her waist.

"Oh my god, you really exploded." Yang softly said in sudden realization as she looked at the creature in her arms.

"It was an accident!" Ruby clarified to her sister before jumping off of her arms. "It was an accident!" This time to the heiress, which simply showed her a pamphlet about Dust. "What's this?"

"The Schnee Dust Company is not responsible for any injuries or damages sustained while operating a Schnee Dust Company product." The Heiress robotically started, already used of giving the little speech. "Although not mandatory, the Schnee Family highly encourages their costumers to read and familiarize themselves with this easy-to-follow guide to Dust application and practice in the field." She said, leaving a very confused Ruby at the speed she was talking.

"You really want to start making things up to me?" The heiress asked, this time at normal speed.

"Absolutely!" Ruby responded, ready to start again with the other teen.

"Read this and don't ever speak to me again." The white girl simply smashed the booklet to the younger girl's face.

"Look, it sounds like you two got off on the wrong foot." Said Yang, while scratching the back of her head. "Why don't you start over and try to be friends, okay?" She asked, trying to be a peacemaker in this whole ordeal.

"Yeah!" Said Ruby excitedly, "Great idea, sis!" She turned around and raised her right hand for a handshake. "Hello, Weiss! I'm Ruby! Want to hang out? We can go shopping for school supplies!"

The Schnee, who hadn't made any move towards the handshake, suddenly raised her hands beside her head. "Yeah, and we can pint our nails, and try on clothes." She said sarcastically, "And talk about cute boys, like tall, blonde, and scraggly over there, and his friend, tall, facetious, and scrawny over there." She finished while pointing at Jaune and Peter, getting both their attention.

"Oh wow, really!?" Ruby asked in excitement, clearly unaware of the sarcasm.

Weiss stayed there for a few seconds with a frown on her face, clearly not amused of the innocence of the girl in front of her. "No." She said.

"Ahem…" Came a male voice in a microphone when Yang and Weiss were facing away from each other, leaving Ruby in the middle, looking down in disappointment, but all looked at the new voice. "I'll keep this brief." Ozpin said while pushing his shades up. "You have traveled here today in search of knowledge. To hone your craft and acquire new skills. And, when you have finished, you plan to dedicate your life to the protection of the people. But I look amongst you and all I see is wasted energy in need of purpose, direction."

'Way to get their attention, Oz.' Peter thought to himself, seeing as the people beside him start looking at themselves in bewilderment.

"You assume knowledge will free you of this, but your time at this school will prove that knowledge can only carry you so far. It is up to you to take the first step."

Peter winced a little, remembering when his uncle told him that he was destined for great things, and that only he is responsible of making his life great.

"You will gather in the ballroom tonight." Said Glynda Goodwitch, when Ozpin stepped away from the mike. "Tomorrow your initiation begins. Be ready. You are dismissed!"

"He seemed kind of off." Said Yang after the speech.

"Almost like he wasn't even there." Ruby finished her sister's train of thought.

"I'm a natural blonde, you know." Jaune suddenly started speaking to Weiss, making her face palm in return.

Peter couldn't help but snicker at the awkward situation that the blonde just caused, but still had in his mind a vivid picture of his uncle, probably the only thing that he had of his only father figure he would ever have in this world, telling him the words he soon began to live by, "With great power, comes great responsibility."

* * *

Night peacefully came to Beacon's Huntsmen and Huntresses in training, now mostly garbed in their sleepwear and lying in their mattresses.

Ruby herself was lying in her mattress, writing a note, she was wearing a black tank top with a heart shaped Beowolf design on her chest and white long pants with pink roses as decoration, wearing a black sleeping mask with triangular red eyes, like those of Grimms, over her head.

"It's like a big slumber party!" Yang said, dropping herself in her own mattress, beside Ruby. She herself was wearing an orange tank top with her emblem on the front and black short shorts.

"I don't think dad would approve of all the boys though." Ruby said, while still looking at her note.

"I know I do." Yang replied with a little lust in her voice as she looked through to the topless guys, showing of their muscles, but then she saw Jaune in a light blue full bode pajama with light blue bunny slippers and a white bunny face on his chest, happily humming to himself. He stopped and smiled at Yang when she looked at him, making her lose all interest in what she was seeing.

Looking down at her sister, she saw her writing down, "What's that?" She asked.

"A letter to the gang back at Signal." Ruby simply replied. "I promised to tell them all about Beacon and how things are going." She said with her feet raised up.

"Aww, that's so cuuuuute!" Yang sing-sang before receiving a pillow to her face.

"Shut up!" Ruby said, with a slightly angry expression. "I didn't get to take my friends with me to school. It's weird not knowing anyone here."

"What about Jaune? He's…" Yang started, trying to come up with something nice to say to her fellow blonde, "…nice. There you go! Plus one friend! That's a hundred percent increase! Add Peter in and you got another hundred percent increase! That two hundred percent increase in total!" She said, trying to cheer up her little sister.

"I'm pretty sure Weiss counts as a negative friend." Rube said as she turned around to her back. Back to one."

"There's no such thing as negative friends." Yang replied, "You just made two friends and one enemy!" She said, not realizing that that didn't help her sister's situation, until she received another pillow to her face. "Look, it's only been one day. Trust me, you've got friends all around you. You just haven't met them yet."

A little light suddenly turning on got the attention of the sisters. Looking at the source, they saw Blake reading a book at candle light, in a black yukata, with gray and white as a secondary color.

"That girl…" Ruby started

"You know her?" Yang asked in sudden interest.

"Not really. She saw what happened this morning, but left before I could say anything, but Peter seemed to know her, as they talked before she left." Ruby said to her sister, not taking her silver eyes off the girl.

"Well, now's your chance!" Yang happily remarked as she stood up and dragged her sister to the midnight reader.

"Hey, wait! What are you doing?" Replied Ruby, but her protest fell on deaf ears as she was dragged against her will.

Peter recently got out of the bathroom after a long and hot shower. It was the first time since he got here that he felt clean. Even if his suit was self-cleaning, it didn't mean that his skin was. And speaking about his suit, he transformed it into a white t-shirt black sweat pants, trying hard not to be conspicuous about hiding all the scars in his body. When he got to the ball room, he saw as Yang was dragging Ruby over to Blake, who was silently reading a book and couldn't help but snicker at the restraint that Ruby was putting over her clearly stronger sister, and started making his way there as well.

The hidden Faunus known as Blake Belladonna had to look up from her book when she heard a couple of muffled protests coming towards her, only to reveal a blonde girl dragging black and red haired one, towards her.

"Helloooo!" Sing-sang the blonde one, clearly strong enough to drag the other one by one hand with ease. Before she let go of her hand as both started making their way towards her. "I believe you two may know each other!" She said as the other turned her back on her.

"Aren't you the girl that exploded." Blake stated, more than asked.

"Uhhh, yeah!" Ruby said as she turned around again, a little bit tired old being 'the girl that exploded'. "My name's Ruby." She said while lifting her hand for a handshake, only to be ignored as the girl went back to her book. "But, you can just call me…" She started, while scratching the back of her head. "…crater…" She stopped her scratching with a sigh. "Actually you can just call me Ruby."

"Okay." Blake replied while looking at her book.

Yang turned to her little sister and whispered. "What are you doing?"

"I don't know, help me." Ruby said before both went back to looking at Blake with a forced smile.

"So…" Started Yang, "What's your name?"

Blake sighed, clearly wanting the sisters to go. "Blake." Was the simple answer.

"Well, Blake, I'm Yang!" She said with her finger pointing at herself. "Ruby's older sister! I like you bow!" She said, trying to avoid the upcoming awkward situation.

"Thanks." Blake replied.

"It goes great with you pajamas." Yang continued.

"Right." Blake said slowly, wanting nothing more that for the conversation to end.

"Nice night, don't you think?" Yang said in another attempt to break the ice.

"Yes." Blake said, finally looking up from her book since all her attempts failed to concentrate with the two sisters talking. "It's lovely, almost as lovely as this book…" She started, hoping that they would get the message. Upon seeing their smiles, and not any attempt to walk away, she continued. "That I will continue to read…" Still there was nothing but the awkward smile in Ruby and the sly one in Yang. "As soon as you leave."

"Yeah, this girl's a lost cause." Yang finally said to her sister, ready to call it quits.

But Ruby finally got some interest in the book. "What's it about?" She asked, getting a confused look from Blake. "Your book. Does it have a name?" She innocently asked.

"Well…" Blake started, clearly not expecting the question. "It's about a man with two souls, each fighting for control over his body."

"Oh, yeah…" Yang started, not really sure why someone would like to read that. "That's real lovely…"

"I love books." Ruby said as she stepped forward. "Yang used to read to me every night before bed. Stories of heroes and monsters…" She said in memory. "They're one of the reasons I want to be a Huntress."

"Sounds noble." Peter said as he finally got near them.

Looking at the new voice, all three of them couldn't help but blush at the strong arms that the brunette was sporting over his chest. Though the blonde of the group had lust written over her eyes.

"Hey, didn't I meet you in Junior's club?" She asked.

"Oh, yeah." Peter said, looking up in fake surprise, knowing why he wasn't there in the fight as Peter Parker, "Before you lit up the place. Sorry, I would have joined you, but someone had to make sure no civilian ended up hurt." She said, coming up with an excuse of not being there when he was a Huntsman in training.

"No, it's alright, I did end up teaming up with Vale's vigilante." She said with a smirk, as she got closer to Peter and put her hand in his shoulder, clearly wanting physical contact with the new comer.

That comment made Blake's eyes widen and look at Peter with a sly smile. They all knew who she was talking about, but Peter had to keep up appearances for his secret to remain safe. "Do you mean Blow up Girl, behind you? Because that's some sick power she got."

Yang laughed at little at that, while Blake's smile turned into a smirk and Ruby was blushing like crazy, while silently trashing in place. "I told you it was an accident, Peter." She said.

"Oh, I know, but sometimes the best things in life happened by accident." Peter said, a red blush forming when Yang took another step closer to him. "But you have to admit, if you didn't blow up, we couldn't have seen princesses expressions back there."

"Hey," Came a sudden voice behind him. "I told you that I'm not a princess, show some respect!" Weiss shouted from behind him.

Peter quickly turned around and bowed, "Yes, your majesty, anything else you need from this lowly peasant?" He asked, making her blush hard and look away in indignation.

Looking up, Peter saw that Weiss had he white hair down, and had a bluish sleeping gown with short sleeves and white trimmings, with her logo on the upper-right chest.

"Don't you realize some of us are trying to sleep!?" She screamed.

Peter himself put a finger in his ear and scratched, "Yeah, I'm sure that your high-pitched squeal is relaxing for everybody." He said.

"How dare you?" Weiss screamed at him again. "You think you're funny? You think that making jokes makes this less serious? Just because you never experienced the sense of loss in your life doesn't give you the right to joke about me or anyone here!" That made Peter wince a little, but it went ignored by the Heiress, though not by a pair of sisters and a hidden Faunus, "So please do everyone a favor and-"

"Shut you up?" Peter seriously asked which surprised the four girls around me. "Because seriously, heiress," Weiss shivered a little at the tone that he was using with her. "I'm really trying to be the nice guy, but all your whining and all your shouting, and all your 'I'm holier than thou' attitude is getting really boring." He said, crossing his arms. "And you might be daughter of the most powerful man here, but right now, you are a Huntress in training, either you act like one, or you are going to end up all alone. And believe me, when I say alone, I mean when nobody cares if you are alive or not, that some people will get some sick pleasure at seeing you hurt, that when you are broken and you feel completely lost, no one will be there to offer a shoulder to lean on, because you ended up pushing every one of them away." He ended saying, speaking from experience, though no one had to know that.

The Schnee stayed there for a moment, looking down for any answer that came to mind, something to shut up the accusations that he made, but nothing came to mind. She was clearly caught off guard by the serious answer that he gave her, so she did the only logical thing that came to mind and turned around, making her way away from the secret vigilante.

Peter sighed while he closed his eyes. He turned around and saw the looks he was receiving from the three remaining girls that surrounded him. "Look, I am sorry that you all had to see that, but the only way for her to change is to see that, for the first time in her life, Miss Schnee is wrong." He said, with his eyes low on the ground, not being able to look at them in the eyes.

"Yeah, it's alright," Yang put her arm around his shoulders. "Just don't creep us out like that again." She said, before turning to her little sister and letting go of the only guy in their little group, "Come on Rubes, we're going to need to sleep for tomorrow."

"Yeah," Ruby said, though she was still looking at Peter as she was dragged away by her older sister. For some reason, she felt like he was talking from experience, like this is something that he would rather keep secret, but she was able to catch for some reason, the only thing that came to her mind was a certain brunette throughout the whole night. 'Just what happened to you, Peter?' She never saw him as someone who had to suffer a lot, but now, she couldn't stop thinking that something horrible happened to him, and that he was alone because of that.

Peter turned to the raven-haired, which was still seating down after everything. "So, how's it going?" He asked, trying to forget just happened, as he sat down to her right, picking up the book that she left on the floor.

"I can't complain." Blake answered, though she was glad to see someone she knew in here. "Guess you decided to hang up the mask and make Peter have a name in history." She whispered, making sure that nobody would listen to them.

"No." Peter said as he leaned on the wall. "And I see neither did the ribbon." He said.

Blake smirked a little, she was glad a human like him could understand her being a Faunus and why she kept it a secret. "You may accept people like us, but that doesn't mean that everyone will." She said, "I'm sure you know that."

"Of course I do, better than you think." Peter said.

"Well, I'm glad you're here." Blake said as she received the book back from Peter.

"Yeah, about that." Peter started digging through his pocket and dug out a crumble piece of paper. "When did you find the time to write this, and how did you know I would be here?" He asked with a sly smirk.

Blake snickered at that, clearly she was going to enjoy her years at Beacon if he was around.

 **A.N. Man, I didn't realize that RWBY chapter could end up taking this many words! I'm glad that people are enjoying the chapters and I hope you enjoy this one as well.**

 **Peter clearly is butting heads with Weiss since they are complete opposites, with Weiss thinking she is owed everything on Remnant, and Peter being humble throughout his entire super hero career.**

 **Oreo Knight: Yeah, it's going to be hard, but people like Ren managed to take down a King Taijitu with barely any use of his weapons, so I think that it's not really that rare for someone to be a Huntsman with no weapon. As for the nightly escapades, we are just going to wait and see.**

 **Undertaker5: I don't really have plans for her, she was only meant to be there as an introduction for Peter to Vale, but maybe she'll appear.**

 **.3760: If you're meaning Grimm, there's a reason in the second chapter why he could go all out on them without feeling regret.**

 **cabrera1234: Yes sir!**

 **After-tea: Yeah, I haven't watched the Civil War movie, I know it's there because of all the pictures online, but I think those are meant for not drawing attention, wouldn't think of having him do that and be prepared for a fight.**

 **Sonicfan12: Sorry for making you wait and thanks for pointing out the mistake, in battes with Grimm, Pete will not hold back, in other cases, well, maybe he will be able to show his real strength when he's not fighting anyone.**

 **Anyway, thanks for reading, the follows, favorites, and the reviews.**

 **Also I want to thank MightyTheWriter for inspiration of his civilian clothing.**

 **Cheers!**


	8. Initiation

_Disclamer: I don't own anything Spider-Man or RWBY. Spider-Man is a product of Marvel, RWBY is a product of Rooster Teeth._

Peter Parker sat up with a start, wincing while painfully holding on to his back at the uncomfortable position he was in, but was glad for the comfortable mattress compared to the hard and cut ones he was getting used to when he was living in the streets. Looking around, he found that most of the students sleeping peacefully, not at all someone that in the next hours were going to be pushed to their limits.

Peter looked to his left, stopping when he found a tussle of black hair facing him. He immediately recognized Blake's sleeping form facing away from him. He saw her peacefully breathing in clear slumber. His eyes landed on top of the Faunus's hair, looking at the pair of cat ears that looked to be proudly displayed. Looking down at the floor beneath her ears, he found the black ribbon lying messily on the floor. Moving quickly and as quietly as possible, he put his hand in the ribbon and began making a loose knot over the ears, covering them successfully without waking her up.

When all was done, Peter let out a small sigh, and stood up. Making his way quietly to the bathroom in order to change his clothes in peace and making it to the cafeteria he was pointed to yesterday, not realizing that he left behind a very awake Blake, her amber eyes shining and her mouth in a wide smile.

When she was sure that he was nowhere within sight, she sat up and turned to the doorway, her smile intact at Peter's antics, looking at the door of the ballroom as she tightened the ribbon on top of her head. Blake remember what happened yesterday when they were alone after Yang and Ruby left, how they ended up talking about everything but nothing at all, she even put her book away, finding a lot more interesting the brunette beside her, until they both fell asleep.

Blake's smile suddenly dropped, she never expected herself to be so comfortable with anyone, especially if that person was not a Faunus, but Peter was able to ease his way into her life, be someone that made her forget about her past in the White Fang.

Peter himself was looking at the mirror of the bathroom, already were his Unstable Molecules changed to his Huntsman clothes, and saw the bags starting to form under his eyes. The lack of sleep was something that Peter was accustomed when he went night after night as Spider-Man, but even then, he was able to sleep whenever he got back to Peter Parker and had the time, but ever since he saw the death of his aunt, the nightmares of her were making it impossible for any kind of sleep. Just like the death of Uncle Ben and Gwen, it's like their spirits were hunting him for not saving them, for failing them. 'Man, would you look at that. I'm starting to feel like I'm Tony Stark with a hangover! I'm starting to look the part, too!' He thought to himself, trying to get himself to laugh in order to find some sort of distraction to the recurring nightmares.

Sighing tiredly, he put some water in his hands and splashed it in his face, hoping the water will be enough for him not to fall asleep in whatever test he was going to be put on.

"I can't believe we've been at Beacon for a full twenty-four hours!" Peter heard an enthusiastic voice as the bathroom door flung open, revealing a pale white male teenager with long black hair tied into a ponytail, that ends midway down his back, with a magenta steak on the left side of his hair, and had magenta eyes. He wore a dark green, diagonally buttoned, long sleeved tailcoat with red on the inside, with black and gold trimming and pink cuffs, and he also wore some light-tan pants with black shoes.

But he wasn't the one that talked; in fact, it was the pale white, short orange haired, girl that he was with. She had a collared black vest that ends at her waist, with some clothing under it, colored red and light-blue. She also wore a white sleeveless top that had a tiny heart shape above her chest, and had pink fingerless gloves on each hand. She also sported a pink skirt that ends at her mid-thigh, and had pink and white shoes with pink laces, and also wore some white sleeves that started at her elbows and ended on her biceps.

"Not that I thought we'd get kicked out or anything, I mean, you're the perfect student and I'm, well, I'm me!" The girl continued as the guy she was with started brushing his teeth.

Peter took the opportunity to leave, actually finding some peace at being alone at the moment; he quickly made his way to the cafeteria, and picked himself some eggs and toast.

'Man, I so missed breakfast!' He thought to himself as he began digging through the meal. 'And I still miss lunch and dinner, but beggars can't be choosers!'

Peter took on the slow approach, gladly savoring the eggs, although his stomach was demanding furiously to have some of the food that was currently in his mouth. 'You know, I'm starting to see why the Blob liked eating so much.' He said, remembering the out of shape mutant and how he ended up using a whole web cartridge just to keep him immobilized.

He slowly but surely finished the breakfast, seeing as some students started going in the cafeteria themselves, before quietly making his way to the locker room where they were told to wait for the test.

Peter sat on a bench, taking mental notes on his predicament. 'Let's see Parker, you were just sent off to a parallel universe where literally everyone has a common enemy, you somehow managed to get yourself in a school designed specifically to take down said enemies and you are becoming more and more tired as the sleepless nights continue.' He though with a sigh, 'Sometimes I think that the spider bite actually just made me insane and I'm just in an illusion or if everything I've been through really happened, and sometimes I just don't know which choice I prefer.'

He saw the first year students making their way to their lockers and started fishing out their gear. They were all serious for the challenge to come, being totally quite or having really low talks with themselves, that silence though was interrupted however when a strangely familiar high voice came to his ears.

"I know! We'll have some sort of signal! Like a distress signal!" Shouted the girl Peter saw in the bathroom to the boy that was with her as well, before gasping "A secret signal so we can find each other in the Forrest! Can you imitate a sloth?" She asked, making Peter send a questioning look at her direction.

"Nora…" Said the boy she was with,

"Yes, Ren?" The now identified as Nora asked her friend, who put his two green handguns inside his sleeves.

"I don't think sloths make a lot of noise." Ren said, making his friend quiet down for a little bit.

'I certainly don't know that.' Peter thought, 'Maybe we should find a sloth Faunus, or someone bitten by a radioactive sloth and ask him!'

"That's why it's perfect!" Nora excitedly said, with a strong conviction to her plan, "No one will suspect we're working together.

"Come on Nora, let's go." Ren closed his locker and start walking.

"But not 'together' together." Nora finished before following Ren with a giggle.

Peter saw as the both left, though he stopped when he spotted Ruby and Yang.

'Ah, the Sisters of Destruction.' Peter thought, 'maybe if I make my way there one of them will explode… again!' Peter suddenly realized that every time he met them, one of them ended up destroying the place they were at, as he made his way towards the sisters.

Ruby finally began talking to her sister, "I wonder what those two were so worked up about." She said while opening her locker.

"I don't know." Peter said, surprising both of them as they turned around to see him. "But if you ask me, I say that that pink streak of his is because of her."

"Peter, hi!" Yang said as she made her way close to the secret vigilante and put her arm around his shoulders. "I hope she doesn't end up being a PAINT in the butt." She said, making some real emphasis to the paint part.

Peter up with a poker face as Ruby faced palmed at her sisters joke. "Wah, wah." Peter said in a monotone voice, making Yang face flush a bit.

"So, Ruby, you seem awfully chipper this morning." Yang said as she started taking the attention away from herself.

"Maybe your jokes are giving her more energy." Peter said, making Ruby look dumbfounded at him while Yang had stars in her eyes at the possibility of a savior for her jokes. "They are so bad, she doesn't end up feeling bad for herself."

Yang ended up punching Peter in the shoulder while Ruby snickered a little bit. "No, it's just that there's no more awkward small talk or 'getting to know you' stuff." Ruby said as she dug out her scythe, "Today I get to let my sweetheart do the talking." She said as she started stroking the scythe and holding it up close.

"Did she end up adopting it, or something?" Peter lowly murmured to Yang, who simply shrugged in response.

"Well, remember Ruby, you're not the only one going through initiation." Yang said as she crossed her arms. "If you want to grow up, you're going to have to meet new people and learn to work together."

"Ugh, you sound like dad!" Ruby said in disgust, "Okay, first of all, what does meeting new people have to do with fighting? And secondly, I don't need people to help me grow up. I drink milk!" She ended up saying, with huge respect for herself.

"Hey, I do too! And I run around like a maniac, and I eat things that are inedible." Peter said as he started counting the things he said with his fingers, "Also I cry a lot. Oh, wait!" He said as he raised one finger, "I was just describing things a baby does!" He said, earning a snicker from Yang and a blush from Ruby.

"But what about when we form teams?" Yang asked her little sister.

'Teams!?' Peter thought to himself. 'I can't be on a team! Most people that get close to me end up…' He stopped himself as he didn't want to end up in a road of self-pity. 'It's okay, it's okay, maybe Ozpin will understand that I can't have a team, being Spider-Man and all.'

"Uh, I don't know, I'll just be on your team or something…" Ruby said, the blush still present as she looked away from both of them.

"Maybe you should try being on someone else's team?" Yang asked as she suddenly stroke her hair, trying to focus on it instead of the conversation.

Ruby suddenly got on Yang's face with a finger accusingly pointed to her. "My dearest sister Yang," She started as she put her hand on her hips. "Are you implying that you do not wish to be on the same team as me?"

"W-What? No! Of course I do." Yang said in her defense, looking at Peter for some sort of help, but coming up empty handed as Peter gave her a look that she was on her own. "I just thought…" She suddenly looked up in thought, "I don't know, maybe it would help you break out of your shell!"

"What the!?" Ruby suddenly screamed at her sister, "I don't need to break out of my shell, that's absolutely-"

"Ridiculous!" Said Jaune as he passed between the little shout contest with a little piece of paper in hand. "There's no way I put my gear in locker 636 yesterday. I would've remembered having to count that high!" He said.

'Really, Jaune?' Peter thought to himself as he made his way away from the sisters and followed the blonde knight, seeing as he passed the red head that was staring at them through the speech, and a white heiress. 'And, who might you be, exactly?' Peter thought about the warrior looking girl, who strangely reminded him of Mary Jane Watson, which, though he had a crush on her, was a very close friend to Peter. He saw her piercing green eyes and the red hair flowing behind and couldn´t shake the feeling that this girl was MJ.

"So, Pyrrha," Started Weiss, "Have you given any thought to whose team you would like to be on? I'm sure everyone must be eager to unite with such a strong, well known, individual, such as yourself."

"Hmmm," Said the red head in thought. "I'm not quite sure. I was planning on letting the chips fall where they may."

"Well, I was thinking maybe we could be on a team together." Started Weiss, wanting to be as nice as she could.

"My, my, Weiss Schnee trying to be nice to someone." Peter said, making Weiss scowl at him and Pyrrah to turn around in interest at the new arrival. "Color me impressed!" He said.

"And who might the lucky person be…" Peter continued, "Is it the heiress of the most popular rock band of Remnant? Or maybe the daughter of a famous Huntsman, or maybe she is the princess of an unknown land full of Amazoness warriors that are trained to fight the cruel evils of men."

"Peter, is it?" Weiss said as she put each hand in the chests of the red head and Peter, making her body be in between them. "Do you have any idea who you are talking to?" She asked as if it was obvious.

"Um, the ghost of Beacon's future?" Peter asked as he remembered the joke he said to her yesterday.

"This is Pyrrha." Weiss said as she pointed to the red head behind her.

"Hello." Pyrrha said to Peter with a friendly wave, which Peter kindly returned.

"Pyrrha graduated top of her class at Sanctum." Weiss continued, completely ignoring the fact that Pyrrha was not paying any attention to her and was concentrating solely on Peter, and Peter looked at her as well.

"Um, top of whom now?" Peter asked to the heiress.

"Ah," Weiss said, sounding insulted. "She's won the Mistral Regional Tournament four years in a row… A new record!" She said, putting the last part for emphasis.

"Is that an eating tournament, or something?" Peter asked, though was secretly impressed with whatever the warrior in front of him accomplished.

Weiss was getting annoyed with Peter at this point and started thrashing her arms in anger. "She's on the front of every Pumpkin Pete's Marshmallow Flakes box!" She said, making both of them to look incredulously at the heiress.

"Um…" Peter said, not really following the heiress thought. "Congratulations?" He ended up asking.

"Yeah, it was pretty cool." Pyrrha finally said, "Sadly, the cereal isn't very good for you."

"So, after hearing all of this, do you really think you're in a position to not know her?" Weiss asked in indignation.

"Well, since you're putting it that way…" Peter started, making the heiress sigh with satisfaction, "I still don't know though." He said, making the heiress scowl at him hard.

"Oh, don't worry." Pyrrha said as she made her away around the heiress and placed a hand on Peter's shoulder. "I'm sure we'll get to know each other in our time here at Beacon."

"Aw, shucks, you're making me blush." Peter said before getting close to Weiss, "See, it's not bad being a good person."

"Ok, that's a bit too close!" Weiss said as she stepped away from Peter. "Pyrrha, a little help, please?"

Peter turned around, expecting to see the amazon red head standing there. What he didn't expect was for his Spider-Sense to start tingling, slowing down time for Peter as he saw a red spear with bronze outlines making its way at him.

As Pyrrha threw her spear, Miló, she was expecting many things, either the spear would hit the clothes of the brunette as she intended, making him fly away from Weiss, or he would move and end up with the spear bouncing off his shoulder because of his aura. She didn't really think of throwing the spear, she just reacted on someone asking for her help, and would apologize soon after.

What Pyrrha didn't expect was for Peter to casually raise his hand and grab the spear right as it was about to hit him with two fingers, leaving her shocked out of her mind. She focused solely on that, making her unable to see Weiss sporting a look of disbelief as well.

"You know, I'm getting pretty tired of popular people." Peter started as he twirled the spear around. "They always think that they are the best in the world and end up pushing anyone else down because of it." Pyrrha dropped the shocked look with one of sadness, clearly ashamed of herself for almost hurting Peter.

"But I'm really, really tired of people trying to stab me." Peter said, making Pyrrha look at him again to see his serious eyes, not at all the goofy ones that she saw ever since she met him. "Everyone I've met has tried to stab, shoot, or punch me, be it friend, enemy, or someone I've barely even met!" He said "And believe me, every time that any one of those actually land, it hurts like you wouldn't even believe. So let me tell you something, Miss Cereal mascot hotshot…" He said directly at Pyrrha, not caring that her eyes were clearly telling him that she was ashamed of what she did, or the wince that she did after being called a mascot. "The next time you throw a spear to someone when their back is turned, make sure that he isn't always watching his own back at all times." He said, sarcastically ending with a forced smile.

"I'm so-"Pyrrha started, only to be interrupted by Peter.

"Can it, pumpkin!" He said, referring to the cereal, "If my experience serves me right, you are just as bad as Snow White over there." He pointed to Weiss, "So please, don't talk to me. Ever." He finished, throwing the spear to the ground beside Pyrrha's foot, making her wince in surprise.

Pyrrha looked down in disappointment as Peter turned around and made his way to initiation, she decided to get Miló with her right hand, only for the spear to be firmly in place. Struggling, she began pulling with both hands, making the spear wiggle a little but still be in its spot in the ground, she ended up having to use some of her aura for the spear to leave the spot in the ground. She ended up looking down at the hole the spear left in surprise, looking up to see the brunette's retreating back facing her.

"Would all first year students please report to Beacon Cliff for initiation?" Came the voice of Glynda Goodwitch in a speaker, "Again, all first year students report to Beacon Cliff immediately."

Peter made his way in silence, looking straight ahead and alone in the crowd. 'Just what am I going to do?' He thought while mindlessly following the rest of the students that he was with. 'I can't have a team! No matter what I do, those that get close to me end up hurt, I am not putting anyone else in that position!'

Peter was so lost in his mind that he ended up ignoring Ruby and Yang's attempt to call him. Getting to the cliff by himself.

* * *

Standing on one of the many pads that Ozpin and Glynda kindly gestured to the students, Peter couldn't help but look at the clear blue sky, the green forest bellow, and all of the students beside him, especially Ruby and Jaune, since they were the ones that were straight to his left and right, respectively.

"For years you have trained to become warriors." Ozpin started talking. "And today, your abilities will be evaluated in the Emerald Forest."

Glynda quickly took over, "Now, I'm sure many of you have heard rumors about the assignment of teams. Well, allow us to put an end to your confusion. Each of you will be given teammates…today."

'What!?' Peter thought to himself with wide eyes. 'No, no, noo!'

He even heard Ruby let out a scared "What?" of her own. And some noise in the kind of protest.

Ozpin chose to continue explaining. "These teammates will be with you for the rest of your time here at Beacon. So it is in your best interest to be paired with someone with whom you can work well."

Peter again heard Ruby letting some sort of sound which he could only describe was in panic and protest.

"That being said, the first person you make eye contact with after landing will be your partner for the next four years." Ozpin finished, taking a swing from the cup of coffee that he had.

This time neither Peter nor Ruby could keep their volume down, "What?!"

'This is insane! What the hell are they trying to test?! Our luck!?' Peter thought to himself, 'Might as well tell them I failed, the Parker Luck is something that everyone knows in my universe.'

Nora chose to speak to Ren nonchalantly, "See? I told you!" She said, as if it was something common.

"After you've partnered up, make your way to the northern end of the forest." Ozpin continued, not faced by the sudden outburst, "You will meet opposition along the way. Do not hesitate to destroy everything in your path, or you will die."

Peter chose to speak right there, the panic of the situation getting to him. "No pressure, then." He said, making everyone to look at him like he was crazy, except Nora, who was really excited about the whole ordeal. "At least we won't be losing our dignity, or our bank accounts."

"You will be monitored and graded for the duration of your initiation." Ozpin said with a slight smirk, "But our instructors will not intervene." He finished as he dropped the smirk. "You will find an abandoned temple at the end of the path containing several relics. Each pair must choose one, and return to the top of the cliff. We will regard that item, as well as your standing, and grade you appropriately. Are there any questions?"

"Yeah," Said Peter, as he saw the number of students looking at him, "There are seventeen of us, which is an uneven number last time I checked. So someone is not going to have a partner?"

Ozpin thought about it for a little while, "Keen eye mister Parker, but the one person that is unable to find a partner will be graded like the rest of the students, though I do not recommend being said person."

"Okay, thank you, sir." Peter answered, though in the back of his mind he was celebrating like there was no tomorrow. 'Just got to make sure nobody make eye contact with me and I'm set to go!'

"Are there any other question?" Ozpin asked as the students got ready for lift off.

"Y-Yeah, um, sir?" Jaune asked while raising his hand.

"Good." Ozpin replied as the first student was sent off flying by the pad he was just in.

"Um, sir, I have a question." Jaune said as everyone saw Weiss being thrown off. "So this landing strategy thing, uh, what is it? You're like dropping us off or something?"

"No." Ozpin calmly stated. "You will be falling."

"Oh, I see, so did you like, hand out parachutes for us?" Jaune asked again as one by one the students were sent flying.

"No." Ozpin replied again, "You will be using your own landing strategy."

Peter saw as Yang sent a wink towards him and Ruby before putting on some sunglasses and being sent off. And saw Ruby giving him a smirk as she too was sent flying.

Peter took his position as he crouched low, though couldn't help but speak once again. "Yo, powerful wizard of Oz." He said, gaining Ozpin's attention with a raised eye brow. "I think your coffee is cold." He said with a smirk before being sent off as well, leaving Jaune as the last student on the cliff.

"Uh, what exactly is a landing stradegyyYYYY." Jaune ended up screaming as he was sent off the cliff as well.

Peter could feel the wind rushing in his entire body, the feeling of weightlessness being of great comfort every time he web swung anywhere. Looking around, Peter could see several of people using their weapons to come up with a landing strategy, like Ruby and Yang using their guns to manipulate in the air, while some decided to use the environment for help, like Ren using a tree to fall down, and Pyrrha breaking a we trunks and landing in a roll. He could see her aim her spear and Jaune and fire, getting the poor sucker stuck to a tree.

"Thank you!" Jaune screamed from halfway across the forest.

"I'm sorry!" Pyrrha shouted back.

"Well, Pete!" Peter said to himself, "Time to figure something out without using any webbing." Leaning his body to the left, Peter made it so that some branches slowed his flight, "Ow, ow, ow, ow." He said every time he hit a branch, though he crossed his arms in front of his face to avoid any potential damage. After leaving the branches, Peter extended his right hand and caught one of the bigger branches in the nearest tree at the moment and swung in it, landing feet first on the branch. "Well, that could've gone better." He said to himself.

Stretching a little the pain away, Peter leapt to the next branch, "Might as well." He said, "I can avoid more Grimm this way, it's a lot faster, and there's less possibility of someone making eye contact with me."

* * *

Somewhere else in the forest, Ruby landed with a thud. 'Got to find Yang. Got to find Yang, got to find Yang, got to fiiiiind,' Ruby thought as she dashed through the forest. "Yaaang!" She shouted, hoping to find her sister as fast as she could. "Yaaaang!"

'Ugh, this is bad. This is really bad!' Ruby continued dashing, quickly covering as mush of the forest as she could, 'What if I can't find her? What if someone finds her first?' She thought, taking a look at the next possibilities aside from her sister. 'There's always Jaune… he's nice, he's funny! I don't think he's very good in a fight, though.' Her face became one of thought again, 'Oh!' She thought, excited again. 'What about Blake? So mysterious, so calm. Plus she likes books! Well, then again, I'm not sure I'd be able to hold a conversation with her. Ugh, okay, who else do I know in this school?'

She suddenly stopped a little in her tracks, and then resumed again, 'Peter! There's Peter as well! He's nice, he's funny, he's mysterious, he's calm, and I think he also likes books!' She thought, 'He's almost the perfect combination between Yang, Blake and Jaune.' She then looked down sadly, 'He also seems to feel alone, and seems to be hurt.' She thought, remembering the times where Peter talked to Weiss and Pyrrha. 'Peter or Yang are the best two options right now!'

Ruby looked up again, only for her to stop in her tracks as she saw the white form of the Schnee heiress in front of her.

The sudden noise of friction made Weiss turn around, seeing in her eyes the youngest person ever to be in Beacon. Neither of them made a move, as if acknowledging each other for the first time. That was until Weiss turned on her heels and walked away from Ruby.

"Wait! Where are you going?" Ruby asked in shocked following Weiss for a little bit before looking down. "We're supposed to be teammates…" She said while kicking the ground.

Making her way through some bushes and vines, Weiss made her away as far away from the black and red wearing girl as possible. Though the sudden sound of Jaune mumbling in the tree above her made her look at him, hanging from the tree by a red and bronze spear.

Looking down, Jaune saw Weiss, and nervously waved at her with a little laugh, making the heiress to turn around and walk as far away from him, making the blonde swordsman to slump down.

Making her way to Ruby, Weiss walked past her and began dragging the little girl by the hood of the red cape. "By no means does this make us friends." She stated.

Ruby though, was excited as she let herself be dragged, "You came back!" She shouted while raising her hands up.

Jaune himself watched as the girls began walking away. "Hey, wait! Come back! Who's going to get me down from here?" He asked hopelessly as he began working with the spear again.

That was until he heard the voice of a red head down below. "Jaune?" Asked Pyrrha, remembering the name by the roll call before initiation. Looking down, Jaune saw the red head crossing her arms, "Do you… have any spots left on your team?"

"Yeah, I guess." Jaune said, trying to sound as cool as possible given the situation he was in, before accepting the spear wielder with open arms.

* * *

Back to Peter, he made his way as fast as he could towards the north of the forest, wanting to be back at the cliff before anyone without a teammate sees him and decides to follow him. "Go to the northern part of the forest, you will meet opposition along the way." He said, imitating what Ozpin told everyone just a few minute ago. "Ugh, you could have done a written exam like any other school, but no! There wouldn't be enough drama there!"

Peter stopped suddenly when he heard Yang's voice calling in the distance, "Hellooooo?" She asked, looking back, Peter saw her looking around in the forest, alone, meaning she didn't have a partner yet. Making his way against the trunk of the tree he was currently in, he made sure that Yang couldn't be able to see him, but kept an eye on her just in case the loud noises she was making didn't get her in any trouble.

"Is anyone out there?" She asked, moving in the clearing of the forest. "Hellooooo!? I'm getting bored here."

'Oh, I could tell you so many knock-knock jokes that you would be rolling on the floor laughing.' Peter thought to himself, 'I even made one that made the Hulk calm down.'

Hearing the bushes behind moving, Yang quickly turned around. "Is someone there?" Making her way and moving the bushes she continued, "Ruby is that you?" But the only answer she received was some growling in front of her as she saw a black mass standing there. "Nope." She said finally, before she leapt away from a claw swipe from an Ursa, rolling as she transformed her gauntlets, ready to attack.

She did a back handspring to avoid another swipe, and saw that she was dealing with two Ursa now. Seeing one of them lunge, Yang pumped her fist back, ramming it to the chest of the Grimm. And soon after delivered a devastating uppercut to the other one.

Not stopping there, she fired a shot to drive her elbow in the Grimm's midsection, and fired again to kick the same spot, sending it flying like the other one.

"You guys wouldn't happen to have seen a girl in a red hood, would you?" She asked at the two downed forms of the Grimm's getting up.

'I think your confusing them with wolves there, Yang.' Peter thought as he kept a close eye if she ended up needing help.

The growl of one of them was the only answer Yang got. "You could just say no!" She said at the charging beasts.

Crouching to dodge a swipe, she did a back handspring to avoid the second swipe of the Ursa. She decided to stop and laugh sarcastically at her two opponents. "Geez, you two couldn't hit the broad side of a ba-" She suddenly stopped her taunting as she saw a strand of golden hair gently falling to the ground.

Peter saw it as well, and suddenly had a flashback of what ended the fight in Junior's Dance Club, 'Screw her getting in any trouble!' He thought as he braced for impact, 'Those two are going to end up so dead that their fathers are going to end up feeling the pain of this beating!'

"You…" Yang lowly said, as she closed her lilac eyes. Opening them again, the lilac had given way to red as she pumped her fists back, generating an explosion behind her. "You monster!"

Using the shotgun in her gauntlets, Yang charged as fast as she could at one of the Grimm, punching him directly in the mask as the impact made him twist to its left. The punched was quickly followed by an uppercut, which sent the Grimm flying as the shotgun strengthened the already monstrous punch. Using her gauntlets to charge again, she didn't let the poor Ursa even fall to the ground as she punched every part she could get to as each punch got harder and faster, making the Ursa fall back, smashing some trees in the way as a fire was left from its body.

Turning around, the red eyed girl found the other Ursa rushing at her, stopping right in front of her. "What?! You want some too?!" She angrily asked.

The only response she got was the low roar of the Ursa as it tried to make itself as big as possible. Only for a slashing sound to be made, and the Ursa to fall to his side, revealing the black and white form of Blake Belladonna, retrieving Gambol Shroud from the corpse of the Ursa.

Putting her weapon away, Blake gave Yang a low smirk at the panting girl.

The silence was short lived though, as Yang finally regained enough breath to speak. "I could've taken him." She said.

"And boy, could you." Peter said as he made his presence known to the huntresses in training, "Heard the battle sounds from a mile, decided to check it out, guess I'm late for finding either of you as my teammate."

"Yeah, just a second earlier and you would be partners with this hot stuff." Yang replied, already forgetting her anger at her lost hair, as she pointed her thumb to herself.

Looking around, Peter saw the fire that was left behind in the remnants of the battle. "Yeah," He said, before he saw the fire, "Guess you didn't like Smokey the Bear as a kid, huh?"

Blake let out a smirk while Yang went into full blown laughter. "Oh, man, if that bear saw what I did, he would strangle me for sure!"

"Yeah, no kidding." Peter said, though he looked at Blake for a moment and received a smile in return.

"Come on then," Said Blake, "Wouldn't want to be in another fight so soon." She turned around and made her way northward.

"Y-yeah," Peter said, as both him and Yang followed the leader, "I'll just tag along, and hope to find someone in the way." He said.

"Sure, use that as an excuse to be around to girls." Yang said with a smirk, seeing as Peter's face got red, but not being able to see Blake's red one as well.

* * *

Back on top of the cliff, Professor Glynda Goodwitch walked to her boss, with a scroll in hand. "Our last pair has been formed, sir." She informed as she pressed the video where Ren and Nora were, "Nora Valkyrie and Lie Ren. Poor boy, I can't possibly imagine those two getting along. Still, he's probably better off than Ms. Nikos."

She only received a slight "Hmm." From Ozpin in acknowledgement that he was listening to her.

"I don't care what his transcripts say, that Jaune fellow is not ready for this level of combat." Glynda continued, already used to the way Ozpin was. "And there's also Mr. Parker," She continued, "Who ended up without a partner by his own choice when he decided not to help Ms. Xiao Long before Ms. Belladonna stepped in." She said as she began pacing back and forward. "Either way, at their current pace, they should reach the temple within just a few minutes. Speaking of which, what did you use as relics this year?" Upon receiving no answer, she tried pressing "Professor Ozpin?"

Though she only received another "Hmm" In return as he was more concentrated in the video footage showing Ruby Rose, along with another one showing Peter Parker.

* * *

Peter was talking with Yang while they all were walking to a little cliff. "…So I end up going like 'Knock-knock', but in anger he just growls like 'GGGRRRRR!' And I ended saying 'I'll take that as a 'who's there?'' while I dodged a punch he was throwing at me, and he ended up laughing! I couldn't believe it, and he also was like 'I can't believe it… a knock-knock joke…' and the only thing that I could come up with was 'I got a million of 'em.' as he passed out in my arms." Peter said, though he wouldn't tell them that he was actually calming down the Hulk in one of his rampages.

Yang burst out laughing, and Blake had been sporting a smirk since they all met, "That's the worst 'knock-knock' joke I've ever heard!" She said in hysteria.

"I know!" Pete replied, "But hell, did it do the job!"

The laughing stopped as they reached a semicircular looking temple, or what was left of it as the years took away its former glory.

"Think this is it?" Yang asked to both of them, only receiving a shrug from Blake.

"Well, if it isn't, it sure could make a great postcard picture." Peter replied as he made his way down the cliff with the girls.

Upon reaching the temple, they found some low columns, design for decoration, and on top of them were the relics. "Chess pieces?" Asked Blake, as the group golden and black chess pieces, in the ones that had anything at all.

"Some of them are missing." Yang pointed out. "Looks like we weren't the first ones here."

"Or, someone is playing their game of chess here." Offered Peter, looking at the pieces himself.

"Well…" Blake started, unsure if it's this easy, "I guess we should pick one."

Yang looked closely at a golden knight piece, before she picked it up, "How about a cute little pony?" She asked to her partner as Peter was looking at all the pieces somewhere else.

Blake rolled her eyes, but couldn't help but smile at the actions of the blonde. "Sure."

"That wasn't too hard!" Yang said as both teammates made their way to the middle of the temple.

"Well, it's not like this place is very difficult to find." Blake tried reasoning.

They all suddenly heard a very girly scream coming from the forest. "Some girl is in trouble." Said Yang.

Peter himself couldn't help but look at the direction of the scream, "Peter, Blake did you hear that?" Yang asked.

After a few seconds, Yang turned around seeing Blake looking up at the sky and Peter at the direction of the scream. "Did you guys hear that?" She asked again. "What should we do?"

Then they all suddenly heard another girl screaming, but this time on top of them, "Heads up!" Ruby screamed, falling from the sky.

That was until Jaune's body ended up crashing with hers, sending them both to a nearby tree.

"Did your sister just fall from the sky?" Asked Blake to Yang, who didn't have any answer for that.

Then suddenly a very angry Ursa came, thrashing wildly and knocking trees off, and a few seconds later, they could all see why. The heard a loud "Yeehaw!" Coming from the Grimm's back, as Nora sent the Ursa crashing to the floor. "Aw, it's broken." She said in disappointment.

They also saw Ren, panting heavily after running after his friend, "Nora! Please! Don't ever do that again."

But Nora was already gone, looking curiously at a golden tower piece with interest before grabbing it and singing, "I'm Queen of the castle! I'm Queen of the castle!"

But she suddenly stopped when Ren shouted after her "NORA!"

Nora stopped everything and saluted with a laugh, "Coming, Ren!" She said before dashing off to his friend.

The dumbstruck face of Yang was almost priceless for Peter as Blake asked "Did that girl just ride on an Ursa?"

"I think she did." Peter said, "But please, someone make sure that she isn't close to the sugar, ever!"

They were again met with another Grimm destroying everything, but this time it was Death Stalker following after Pyrrha as she was trying her hardest to stay as far away from the Grimm as possible. "Jaune!"

This made Jaune react from the tree he was in, "Pyrrah!" And another noise made him realize who he was with, "Ruby!"

Ruby jumped down from the tree, landing close to the temple where Blake and Yang were. "Ruby?" Her sister asked in surprise.

At seeing her sister, Ruby put her hands up in excitement, "Yang!" She shouted as they went for a hug.

But they were suddenly interrupted as an orange-head, pink wearing girl got in between them shouting "Nora!"

"Where's Peter?" Asked Blake, as the only male that was with her and Yang suddenly went missing.

Peter had made a dash at the Death Stalker, stopping as he came to the side of Pyrrha. "Peter!" She screamed, not sure on why the guy went head on against the giant Grimm.

"Hello, fancy meeting you here!" Peter replied as he grabbed her arm and began carrying the girl bridal style as he ran directly at the giant Grimm, making a quick doge from one of the pincers, he used his wall crawling powers to make a run on top of the Grimm and continued to run, making the Grimm turn around and give chase.

"So do you always carry your pet around like this?" Peter suddenly asked, trying to hide the fact that he was scared out of his mind for what he's doing.

He got no response and ended up seeing as Pyrrha was looking down at herself, trying to avoid any eye contact, "Are you hurt anywhere?" Peter suddenly asked, clearly concerned for her wellbeing.

That made Pyrrha look up suddenly, and Peter could tell that she was hurt about something. "I-I'm so sorry, Peter." She said, ignoring the fact that he was carrying her in a race against a giant Grimm. "I shouldn't have done what I did, I just reacted when Weiss asked for my help."

Peter was left flabbergasted, here he was, in a deathly race against a giant scorpion, trying to save Pyrrha, and the only thing she was thinking about was the incident before initiation. "Don't worry about it." He said, trying to ignore the fact that his face was burning up a little from embarrassment.

"B-but I…!" Pyrrha started, looking directly into Peter's eyes, confused as to why someone would forgive what she did so easily.

"Don't worry." Peter calmly said, somehow forgetting he was running away from a giant scorpion, "Some of my friends have done a lot worse and never said anything afterwards." He said, remembering the time Wolverine threatened to kill him, or the Human Torch as well, or pretty much every hero he met.

This surprised Pyrrha. 'How could someone be so forgiving as to even call the people that hurt you friends?' She thought to herself, looking back at the new distance between them and the Grimm. Impressed by the speed they were going, Pyrrha was surprised by the sudden stop as Peter laid her down with Yang, Blake, Ruby, Nora, and Ren, he also noticed that Jaune and Weiss were there as well now.

"What's up?" Peter asked as he walked towards the group, "Had to do a little sprint, walk the Death Stalker, you know the usual."

"Great, the gang's all here." Yang said as she saw Peter and Pyrrha. "Now we can die together." She said sarcastically.

"Not if I can help it!" Ruby answered, going after the Death Stalker with a battle cry.

"Ruby, wait!" Yang called after her little sister, though it ended up falling on deaf ears.

Ruby herself was pretty confident, using her bullets to gain speed as she reached up with her scythe against the Death Stalker, only for it to smack the smaller girl to her back with one of its pincers.

Ruby started standing up, trying to ignore the pain of the pain she was feeling, "D-Do-Don't worry!" She called back at the group, "Totally fine!" she turned around, finding herself face to face with the giant scorpion.

Firing at the armor in its face, Ruby used the ricochet to fly back from it, trying to out run the giant Grimm.

Yang started running at her sister, "RUBY!" She shouted, unaware of someone following her as she ran.

The thing that no one expected was for a Nevermore to make a sudden appearance, thrusting hard as it fired its feathers at the girls, luckily, neither of them was directly hit, but one of the feathers pinned the red cloak of the silver eyed one and the rest made the lilac eyed one unable to reach her sister.

Pulling as hard as she could to her hood, Ruby tried anything to get to her sister as she heard her calling for her, "Ruby, get out of there!"

"I'm trying!" The youngest teen said, struggling to get her hood free, only to stop as she saw the Death Stalker already ready to strike.

"Yang…" Peter said, making the wide eyed blonde to slightly turn at him. "I want my gravestone to say 'Yippee ki-yay'." He said before jumping over the feather barrier.

Ruby saw the Death Stalker's tail going directly at her before closing her silver eyes and covered her face, ready to feel the pain of the stinger going through her body. What she wasn't ready for, was for someone to grab her by the waist, and unlock the pins that connected her hood to the rest of her clothes before feeling the wind against her face as she was going at high speeds before suddenly stopping.

Lowering her arms and opening her silver eyes, all Ruby could see was Peter face, though the brunette was facing towards something else. "P-Peter?" She lowly asked, before turning to where Peter was facing, seeing the feather pinning her cloak and the stinger of the giant scorpion stuck to the ground where she was standing just a few seconds ago.

"You know," Peter started, making the now hoodless girl to turn her silver eyes towards him, "I don't think a human sacrifice would have done any good there." He said as he tried to make a joke about the situation.

Ruby simply stared wide eyed at the form of her friend, simply standing there as if this was something he did every day. "I-I…" Ruby started, looking down at herself even if Peter still held her by her waist. "I wanted to show everyone I could do this." She said as her eyes started watering, not being able to see that Peter turned his face at her. "I'm so sorry, you probably think I'm a show-off."

"I don't think that." Peter quickly replied, making Ruby's watery eyes to be turned to surprise as she looked at him, "You have a lot of confidence trying to take that thing down by yourself, I think you are very brave." He said with a smile as he finally let her go.

Yang finally made her way towards the duo, "Oh, I'm so happy you're okay!" She said to her sister as she caught her in a surprise hug.

Peter himself took the opportunity to head back towards the Death Stalker, seeing everyone gathering around the two sisters. He looked to see someone capture its tail in a wall of eyes, probably Mss. Dust, who he heard start shouting at Ruby. Making his way to the forgotten hood, he simply placed a hand at the feather trapping it and lifted it. Letting it fall down beside him, he picked up the hood and made his way back to the group.

"You're fine." He heard the Schnee say to the Rose before walking back to the temple.

He also heard Ruby whispering to herself as she was left alone when the other teens made their way back to the temple, "Normal knees…"

"In this line of work, normal is the last thing you're going to get." Peter said which caught Ruby by surprise as she thought nobody could hear her.

"P-Peter!" She shouted, as she turned to see the brunette, "I wanted to thank you so much for saving me back there!" She said with a big smile.

"What? For that?" Peter asked, trying to brush it off, "That was nothing." He said, only to receive a small scowl from the younger teen as she could see right through the act. "I-I mean, here!" He said, raising the hood to Ruby, I kind of dropped it when I was, you know…" He said as blush formed in his cheeks. "Doing that." He continued, never as Spider-Man he was thanked in person for something he did, and it was always awkward for him to admit that he saved someone's life, especially since all the times he failed to do so, he was just trying to make amends for that.

Ruby took the hood with both hands, "Thank you so much!" She said to Peter as she started putting it back on. Only then did she see Peter's left arm, or the blood running down of it. "Peter!" She shouted, getting his attention again, "You're hurt!"

Peter looked down at his left arm and saw the scratch that was now there, "Huh, yeah, it's just a scratch though." He said, even if he could see Ruby's worried face as they began walking back the temple.

"Guys," Jaune started, interrupting Ruby from starting to speak again, "That thing's circling back." He pointed up at the Nevermore, "What are we going to do?"

Weiss decided to make her point heard, "Look, there's no sense in dilly-dallying. Our objective is right in front of us."

"She's right." Peter said, seeing as Ruby was trying to talk to him again. "Our mission is to grab an artifact and make it back to the cliffs. There's no point in fighting these things."

"Run and live." Jaune said, "That is an idea I can get behind."

Ruby reluctantly separated from Peter as she and Jaune went to grab as they grabbed a golden knight and a golden tower respectively. "Wait," Yang said as Ruby and Jaune pocketed the relics, "What about Peter?" She asked, making everyone turn towards her, "I mean, he doesn't have a partner."

They all started looking at the brunette in question, who was in a very awkward situation, "Well…" He started saying, "My guess is that I was the one that ended without a partner. My guess is that I get out of here as well." He said as he started making his way towards the relics as everyone turned around, ready to head back to the cliffs.

Peter saw that no one was looking at him as he quietly sighed. He made the calculations of the pillars and relics, there were only eight relics total. That meant if he took one, he would be denying access to the school to two potential Huntsmen or Huntresses. He weighted the odds, and decided that the best course of action was simply to not take any relic, find something that he could do for money, and continue being Spider-Man.

"Peter, you ready!?" Ruby asked as she looked at him from behind her shoulder.

"Yeah, I am." He said, making his way to the rest of the teens.

They all heard the ice cracking as the Death Stalker was trying everything it could to free itself, making Ren turn to everyone else, "Time we left!"

"Right!" Peter said, before smirking a little, "Although I think that the giant scorpion is just misunderstood and secretly wants to talk to us about its feelings." The ice cracking more made him say again, "Or, not. Let's go!" He said as everyone started making their way back to the cliffs.

Making their way to the pillars close to the cliff, the group found the Nevermore had made its way in front of them, making everyone use the pillars for cover as it landed in the pillar closest to the cliff and screeched.

"Well, that's great!" Yang replied in annoyance.

"Does anyone have a can of worms?" Peter asked, only for the trees behind them to be his only response, "Make that two cans of worms!" He said as they started running towards the cliff again.

"Nora, distract it!" Ren commanded as the Nevermore fired some feathers at the group, making them have to dodge them as best as they could, only for Nora to pull a grenade launcher and hit the Nevermore in the face.

'Oh, give the rocket launcher to the hyperactive girl full of caffeine, I'm sure nothing bad can happen.' Peter thought sarcastically as Nora gleefully fired again.

Having been left behind, Nora turned around to find the Death Stalker right in front of her, only for Ren and Blake to appear and slash at it while Weiss used one of her glyphs to get them back to safety.

Running from the Death Stalker, Pyrrha stopped in a bridge as the rest made their way past her while she was shooting at it, only for the Nevermore to fly and attack the bridge, making Ruby, Jaune, Nora, Yang, and Weiss be on one side, while Peter, Blake, Pyrrha, and Ren were on the other side, with the Death Stalker.

Looking at the other side of the bridge, Jaune saw that all of them were attacking the Death Stalker, Ren and Pyrrha from range and Peter and Blake going in for close combat.

Peter tried making anything he could to start making damage to the scorpion, but the tail and pincers were proving difficult for him to actually land a solid hit. Seeing Blake being thrown back, Peter decided to take the open spot the death Stalker made and dashed with his fist pulled back, making contact with the mask of the Grimm.

The sudden crack heard throughout the bridge were probably bad news for everyone, thinking that Peter broke his bones in that attack as he foolishly hit something stronger than steel with his bare hands. That stopped though as the screeching from the Grimm sounded loudly in the bridge, clearly in pain as it backed down a little, while Peter didn't even rub his hand at the contact. "And they say that I shouldn't play with animals."

He stopped as he saw Nora landing on top of the giant Grimm, a strike with her hammer just above the crack Peter made. "Ah, smash!". Avoiding the counterattack from the Grimm, Nora fired and pushed herself off, and blocked the stinger with the hammer, making her slide back. Unfortunately, Nora ended up bumping into Blake, making her fall off the cut bridge.

"Blake!" Peter shouted as he jumped after her. Being as straight as he could, he made his descent faster as he caught up with the falling girl. As he caught her by the waist, he saw as she used the ribbons to make them land on the Nevermore. Thinking they were clear of everyone else's earshot Peter shouted, "If those ribbons were made out of webs, I would so sue you." As Blake slashed the back of the Grimm while Peter smashed the Grimm's face with a kick before both of them jumped off and into the other side of the bridge.

Blake took the opportunity and made her way back to Yang, "It's tougher than it looks!"

Yang simply pumped the shotguns in her gauntlets, "Then let's hit it with everything we've got."

"Yeah, I guess I'll just throw rocks at it." Peter said as he watched the four girls shooting at the giant bird.

Peter's eyes widened as he felt his Spider-Sense blare as the flying Grimm was making its way towards them and not stopping, "Watch out!" He cried, but was too late as the tower they were on crumbled at the swipe.

With four girls falling to their death, Peter tried to think of a way to save them all, but then he realized that they already started making their way up the falling rubble. Making a dash as well, Peter saw as each of the girls used their guns, or in Weiss case glyphs, to make their way up the bridge in what was for him a single jump.

Making his way with Ruby and Weiss, Peter looked to see all of them made it back up okay, and sighed in relief as he confirmed it.

Weiss, however, was looking at the Grimm, "None of this is working!"

"I have a plan!" Ruby said to her partner, "Cover me!" she dashed off as Weiss went a different way, intent of doing just that.

Peter checked on the other four members of their little group and was surprised to see them standing behind a dead Death Stalker, turning around, he saw that Yang made contact with the Nevermore's face, getting its attention.

Making a b-line towards the blonde, the Grimm didn't expect her to keep its mouth open as she started putting bullets inside of the Grimm, "I! Hope! You're! Hun-gy!". She truned around and leapt off as the Grimm's body crashed against the cliff and landed on the floor.

Seeing Weiss attacking, Yang stepped back, continuing the plan. Weiss was able to freeze the tail of the Grimm as it tried to take flight again, stopping it in its tracks.

Peter saw as Blake and Yang put some ribbons like a line as it held off of two pillars as Ruby jumped, using her scythe to land on the makeshift bungee line. He also saw that Weiss use a glyph to attract Ruby, making the ribbon stretch even more.

"Of course you would come up with this idea." Weis retorted, though she didn't stop.

"Think you can make the shot?" Was Ruby's only reply.

"Hmpf. Can I?" Weiss sarcastically asked.

Unfortunately, Ruby didn't catch on to the sarcasm "…Can-"

"Of course I can!" Weiss indignantly shouted.

The discussion however took longer than anyone anticipated as the Grimm let some feathers fly in order to kill the Huntresses.

Having no way of getting out of the way in time, Ruby, Weiss, Blake and Yang could only stared shocked at the speeding black feathers coming at them. The shock grew as the saw Peter's back facing them, right in front of them, blocking the feathers with his arms crossed in front of his upper body.

Wasting no time, and ignoring the shouts from the girls screaming at his name, Peter closed his eyes, letting his Spider-Sense guide him. Taking a deep breath, he was able to detect the first feather coming directly at him. He wasted no time and used his arms to push the feather out of the way, making it fall to the abyss beneath the bridge. Opening his eyes again, Peter twisted his body so that he was upside down as he used his hands to gain some altitude and distance from another one of the feathers, changing its course. Peter then proceeded to run on the feathers, being able to change the course of all of them before kicking the last one off course as well. Using the momentum from the kick and the run, Peter was able to land a straight kick to the giant Grimm's head, not only cracking the mask, but also pushing the bird against the cliff as Ruby shot out of her spring ribbon.

Using the gun of her scythe, Ruby quickly caught up with the giant Grimm, even if she spared a look at Peter's falling form. Weiss wasted no time and formed glyphs on the walls, making Ruby able to use her semblance and the gun to start running on the wall of the cliff with the Nevermore's head in her scythe. Reaching the top, Ruby was able to decapitate the flying Grimm, landing on top of the cliff as the Grimm's body slowly dissolved as it made its way down.

Unfortunately for Peter, he was on target of the falling body. "Oh, come on!" He shouted, silently cursing at his luck as he dashed away from certain death.

'If I die now, I'll be the laughing stock of everybody. I can just picture it now, 'Here lies Peter Parker, crushed by a falling corpse of a Grimm that he helped defeat'.' Fortunately, Blake made the save as she fired another shot and pulled Peter out of the way of the corpse with her ribbons.

"Thanks." Peter said, "I owe you one." A smile was all he got in return from the quiet girl.

However Peter was not aware of what said girl was thinking, 'He jumped off a bridge into certain death for me! Even if he's not Spider-Man, he is able to not care about his own safety over someone else's.' She thought in shock, as she gave him even more respect for that.

"Well, that was a thing." They heard Yang say as they looked up to see the youngest person in Beacon standing in the cliff above of them with rose petals flowing through the wind.

"Show off." Was all Peter said, making Yang snicker and a smirk to grow on Blake's and Weiss's faces.

* * *

"Russel Thrush, Cardin Winchester, Dove Bronzewing, Sky Lark." Ozpin said as claps from everyone could be heard and two giant holographic screens showed the faces of the four teens. "The four of you retrieved the black bishop pieces. From this day forward, you will work together as team CRDL (Cardinal). Lead by, Cardin Winchester."

The new team made their way off of the stage, making room for other four teens to take their place. "Jaune Arc, Lie Ren, Pyrrha Nikos, Nora Valkyrie." The claps sounded of again, before retreating again for Ozpin to talk. "The four of you retrieved the white rook pieces. From this day forward, you will work together as team JNPR (Juniper)." Nora couldn't contain her excitement as she hugged an unsuspecting Ren while Pyrrha smiled at the orange head actions. "Lead by, Jaune Arc!" The clapping started again as Jaune stared incredulously at the headmaster, while Pyrrha smiled at him.

"L-Lead by…?" He asked in disbelief.

"Congratulations, young man." Ozpin said as his calm nature faced Jaune's confusion.

Pyrrha decided to punch her leader in the shoulder in congratulation, but the hit made the poor confused boy to fall to the floor, making a few of the students laugh.

They as well made their way off of the stage as the next group made their way. "And finally, Blake Belladonna, Ruby Rose, Weiss Schnee, and Yang Xiao Long. The four of you retrieved the white knight pieces. From this day forward, you will work together as team RWBY (Ruby). Lead by, Ruby Rose." Weiss couldn't controlled her shocked face as she stared at her partner, who had one of surprise, but was quickly caught off by Yang.

"I'm so proud of you!" The older sister shouted as she hugged Ruby.

They stepped down as the clapping died, making Ozpin be alone in the stage. "Peter Parker." He simply said, though this time no one clapped as Peter made his way to the stage, feeling very uncomfortable.

Going to the center of the stage, Peter couldn't help but think, 'Well, there goes all the help that Ozpin promised, he's surely going to kick me out of here faster than I can say anything.' He thought as he started to sweat.

"You did not bring any relic when you got back." Ozpin started, getting confused looks from both team JNPR and team RWBY as the recalled there being some relics for the brunette to pick up, "Why did you chose not to grab one when you had the chance?" Ozpin asked both team's question.

Peter stayed quiet for a moment, trying to keep his cool as he felt everyone stare at him. "W-Well, I was the only one left without a partner, right?" He asked, receiving a nod from the headmaster, "And I noticed that there were just eight pillars where the relics were, meaning there were just eight relics, right?" Again, he only received a nod, "So I did some small math and realized that there were enough relics for sixteen people, not seventeen." Peter continued as he saw Ozpin smirk at him, making him relax a little. "So I ended up thinking, 'If I take a relic, I would be denying two other people from getting through initiation.' I would end up having to fill the gap for two people that are older than me, and they would not be tested, which, from what I see, is not fair for them."

Ruby stared wide eyed at Peter as Yang whispered to her, "See! I told you there was someone else that was pushed a year in advance."

Ruby looked at her sister, "Yeah, but now what's going to happen to him?"

"That's why I decided not to pick one." Peter finished.

Ozpin stayed quiet for a moment, though he still smirked at Peter's response. "That's, surprisingly noble, especially for someone your age." He said, getting Peter to smile a bit, "Normally, a pair that didn't get a relic would be kicked off of the school." Ozpin continued as he pushed his shades back up, making both team RWBY and team JNPR a worried for their friend, though in varying degrees, but the young Parke never faltered, expecting that kind of treatment. "But, seeing as you were able to not only communicate, but comprehend and contribute in the plan of one of the teams, I'm willing to make an exception if said team is as well." Ozpin continued, making Peter's eyes widen with shock.

"Team RWBY, would you take Mister Parker to be the fifth member of your team?" Was all Ozpin asked as he stared at the girls of the team.

Ruby looked to her teammates, receiving an indifferent 'Hmpf' form Weiss, a nod from Blake, and two thumbs up from Yang. Making her mind, Ruby faced the headmaster again with a smile. "Professor Ozpin, we will gladly take Peter as part of our team." She said, as she looked at Peter's shocked eyes.

"Very well," Ozpin said, making the shocked brunette to turn at the headmaster, "From now on, team RWBY shall be called team RWBYP." He said as everyone in attendance clapped while a shocked Peter made his way to his new team, where he was grabbed by the shoulders by Yang as the rest of the team welcomed him, leaving Ozpin to talk to himself, "Looks like things are shaping up to be an… interesting year." He said, not being able to find a better word for it.

* * *

Peter threw himself facedown into a bed as he first entered his teams dorm, "Oh, bed…" He said, feeling very comfortable where he was, "I love you even with all your lumps." He finished as he exhaled loudly in peace.

The rest of team however, were not so eager to find a bed to sleep in, taking a look at the deserted looking room that they were to share for the next years.

"Uh, guys," Ruby said, "There's only four beds." That lead to the four girls talking about sleeping arrangements as none of them, except Yang, wanted to sleep with a guy. They were discussing whether it should be Yang and Ruby, Ruby and Weiss, or Blake and Yang who should be sharing a bed, with no one wanting to lose the privilege of having their own bed, while Peter looked at the floor beside the door with dread.

The rest of his team were so busy arguing that they didn't notice the young Parker stand up, only did they stop when Peter walked towards them with a clear tired look in his face. Making his way around the team, Peter managed to make it to the mattress that was lying on the floor before collapsing with exhaustion, leaving the four beds for the four girls.

Upon realizing what Peter did, Blake was the first to say anything, "Oh, Peter, you don't have to do that, I'm sure that we can come up with something for everyone to have a bed." She said, getting a nod from Ruby.

"Yeah, no one should sleep on the floor, especially in my watch." Ruby said, though she was secretly concerned about her team member. She saw as Peter leapt to the bed in glee, he didn't care if the bed had lumps on it or not, just glad to have one, meaning he didn't have one before, or at least that's what her little girl's mind told her.

"Guys," Peter said as he turned, facing them as he laid on his shoulder, "You already accepted me into your team, took me in when you could have just left me get kicked out, if I end up with a bed while two of you have to share one, that would be me taking advantage of you. You've done enough, and I'm thankful for that." He said as he turned around again, giving his back to the girls.

"But, Peter" Ruby started, getting close to her male team member, "You don't have to-" She suddenly stopped, making the three girls behind her give a questioning look.

"Ruby?" Asked Yang as her little sister turn around.

"He fell asleep." Was all she answered, "He must have been very tired."

After giving the brunette a look, the four girls made their preparations for bed, lying in one each, but the youngest one stared at the brunette hair of the figure on the floor before turning around to her shoulder, 'Peter' She thought as she closed her silver eyes. 'Thank you.'

 **A.N. Holy freaking crap! Over 11,000 words just for this chapter alone. When I first started, I thought I would never get over 5,000, so this is amazing!**

 **I know that I could've cut the forest scene in parts, but I couldn't find I place that I would like to stop, so I ended up writing it all.**

 **About Pyrrha, I never got why she threw her spear at Jaune when Weiss asked her, so I tried giving an explanation for that, as well as Peter getting some pent up frustration out of his systems, but, as we all know, Peter is a forgiving individual, so he ended up forgiving her.**

 **Kid-N7 and Eye of Sauron: I totally agree with you about that, the only thing is how to do it. I already have two ways of doing it in mind, but I don't know which one to use.**

 **Death of Snipers: 1. Yes, but a later point.**

 **2\. Secret for now.**

 **3\. Hope you liked the explanation**

 **Cabrera1234: Still don't know what to do about the pairings.**

 **Treyalexander63917: I already have a semblance planned for Peter when the time comes, though I do admit that it sounds cool.**

 **Nemesis Astrea: Sorry, but in my defense, making a team of OC has already been done as well, just look at Symbiosis from Wraith002, even if he had Velvet, the rest were OC, hope you continue reading the story, though.**

 **Hope you guys enjoyed the chapter and thak you so much for the reviews!**

 **Cheers!**


	9. First Day! First Fight!

_Disclamer: I don't own anything Spider-Man or RWBY. Spider-Man is a product of Marvel, RWBY is a product of Rooster Teeth._

Peter shot up from his mattress with sharp breaths and sweat rolling down his forehead. Calming his beating heart, he silently groaned in the darkness, lying back down with his hands covering his brown eyes. As he took a deep breath, he uncovered them revealing the room he was in. He continued remembering the recurring nightmares he was having as stared at the ceiling.

'What can I do?' Peter thought to himself. 'I'm so sorry, Aunt May!'

He continued thinking to himself, trying painfully to stop the nightmares from happening, until the sound of a young girl quietly snoring made its way to the brunette's ears. Looking to his right, Peter saw four body masses sleeping peacefully in four beds. Getting accustomed to the lack of light, his eyes were able to see the faces of four teenage girls in the same room as the vigilante. Groaning silently again, Peter put a hand on his forehead, accidently getting his hand wet from the sweat. 'And now I'm in a team with four girls. Four girls that can kick my butt any day of the week, but still four girls nonetheless.' He silently thought as he stood up and grabbed the towel that was closest to him. 'And that means that I've already put them in danger, the one thing I swore I would never do again. So good job, Pete! It just wasn't enough to risk the lives of everyone that knew back on Earth, now you have to do it here as well.' He thought as he silently went to the bathroom to get a quick warm shower.

He finished quickly, though, in fear of waking anyone of his team up, and put his now Huntsman clothes on. He made his way to what appeared to be a little wardrobe with what appeared to be school uniforms. Peter saw that there were four ones with the same scheme. With brown shirts, with white undershirts. Peter saw that those were for the girls though when he saw the scarlet skirts with bronze and brown trimmings. He also saw another one, which looked like a black suit with bronze trimmings and buttons. He also saw the blue, really low V-neck blue sweater, with a white shirt and a red tie. Sighing a little, Peter concentrated on the latter uniform, turning the Unstable Molecules to the uniform, a little glad for the experience he got with the molecules after turning up in Remnant. Changing the clothes to be like the uniform, Peter took the uniform and disposed of it, putting it on top of the wardrobe in the bathroom so that nobody saw it.

Sighing again, Peter slowly opened the bathroom door, finding his team blissfully asleep. Glad for not waking any of them up, he quickly made his way to the dorm room, stepping out and slowly closing the door behind him.

Finally free from the dorm room, Peter started making his way, thinking back to an earlier conversation he had with professor Ozpin. 'He did say that the lab was close to the dorm rooms, but this school is a freaking maze! I wonder if Mysterio helped designing it.'

Going around the rooms for the sake of forgetting the nightmares he was having, Peter walked aimlessly, hoping that his luck would turn around and give him the entrance to the science lab.

'Ah! I swear I've been going around in circles!' Peter thought as he was getting impatient, 'I bet Ozpin is looking in one of his cameras, laughing his butt off from seeing me. And I can already see Mysterio and Jonah laughing along with, only those guys would be sadistic enough to pull this off.'

Making his way to the field of the school, Peter got a clear view of the sun rising majestically, without a care in the world, like it was being carried up. He stopped and gazed at the moment before him, letting out a big breath, before he started walking again. 'Head off the clouds, Parker!' He thought to himself, 'The sooner I finish making the web fluid, the sooner Spider-Man can go back in action.'

Peter finally reached the building he was walking at. Going in, Peter sighed in relief at seeing classrooms in the building. Walking down the corridor, Peter had to feel a little bit of amazement as the classrooms were nothing like the ones he was used to. The long desks, clearly meant to house more than one student, going back and up, making Peter remember of the stands of the football field of the school, only this one were made out of wood, and were… well clean actually.

'Man, how much do you have to pay in order to get to this school?' Peter thought as he continued walking, 'And if it's public, what kind of budget are they managing?'

Peter turned a left and was greeted with a set of doors a little different from the rest. Making his way there, he had to smile at the small sign on top, 'Laboratory'. Going inside, he was greeted with the smell of a hospital, and the white tiles going all around the place that made the place feel even more like a hospital.

"Ah!" Peter thought to himself, "Home."

Putting a hand on the wall, Peter started going for a switch to turn on the light. Finding one after some taps and slides, he turned the light on, revealing the place to be covered in Dust, and not the powerful one that only exists here. "Huh, must be the first one here in a while." Making his way to the middle of the room he started thinking, "Such a shame. Why can't some people see the beautiful things that happen here, accept the beauty of science!" That was when his mind went to his fights with Doctor Octopus, Green Goblin, the Lizard, Scorpion, and encounters he had with the Hulk and Doctor Doom, making the young brunette to wince a little, "Yeah, that's probably why."

Getting to the end of the room, Peter started looking for the chemicals that he uses for his web fluid. "Come on, if this world managed to make holograms a common thing from Dust, they have to have what I need." He said as he went through the containers.

"Ha, there we go." He said as he picked one up.

The process went on as one by one, Peter managed to find and organize all the materials he needed. "Now for the most important thing." He said as he dug in his pockets, easily finding the bracelet part of his web shooters sticking out.

"Now, let us begin!" Peter said with excitement.

* * *

Morning peacefully came for Ms. Weiss Schnee. The blue sky clearly visible from the window to her right as she was waking up from the birds hapilly chirping with a low yawn.

That soon ended, though as she spotted her partners face dangerously close to hers with a whistle in her hand. Realizing too late what was planned for her, Weiss was caught by surprise from the sudden blowing of the whistle, making her fall from the bed.

Seeing her partner away from the bed, Ruby jumped from the bed cheerfully, "Goood morning, team RWBY!"

Meanwhile, Weiss stayed on the floor, clearly less thrilled than her partner. "What in the world is wrong with you?"

"Now that you're awake we can officially begin our first order of business." Ruby said, trying to sound as professional as possible.

Finally getting up from the floor, Weiss was left more confused than ever. "Excuse me?" She asked before spotting Yang with a bunch of stuff in her arms and Blake with a suitcase.

"Decorating!" Yang shouted excitedly.

"What?" Weiss asked again, not used to someone telling her she had to decorate.\

Blake, however, kept her cool, "We still have to unpack." She said while raising the suitcase. That was until all of the stuff in the suitcase fell off as it opened, "Aand clean."

This clearly left the heiress very unamused, only to be caught off guard again as Ruby blew the whistle close to her.

"Alright!" Ruby shouted with excitement, "Weiss, Blake, Yang, and their fearless leader Ruby have begun their first mission." She continued as she couldn't hide the smirk even if she tried. "Banzai!" she shouted.

Which was received as Blake and Yang stood beside her, all of them with their hand raised, "Banzai!" They screamed as they tilted their bodies to the right.

Weiss let out a small sigh, before realizing that all three of them were wearing their school uniform, but also that there's someone missing from the team. "Wait, where's Peter?" She asked, clearly wanting to know how he got out of this particular situation.

This stopped the other girls' excitement a little bit. "He was already out of the dorm before anyone of us woke up." Said Blake as she started staring at the mattress where the only male member of the team slept. "Guess he wanted to have some time for himself."

"Yeah, maybe he was nervous to be sleeping in the same room with a bunch of girls, and hightailed when he got the chance." Yang commented with a smirk, though she didn't realize that she left Ruby and Blake with a little red on their faces.

Ruby's blush was only for her innocent mind. The concept of a guy and a girl sleeping in the same room was taboo for her, even though her sister loves to tease her about it. Blake's blush, however, was because all the time she spent in the White Fang, she already gotten used to sleeping in the same room with someone from the opposite sex, but for her, it was still embarrassing if someone pointed it out.

"Well, let's get going, we don't want to be late for class." Yang said, oblivious to the state she left the two girls in.

The girls got to it quickly enough. Making the arrangement for this place to look less bare. Yang got a poster hung form the 'Achieve Men' while Weiss put her painting on the wall as well. Meanwhile, Blake started working on her assortment of books, carefully putting them in the counter, while leaving some, more private ones, in her bag. Ruby got her scythe out and started putting the curtains in place, taking advantage of the height of her weapon. Quickly finishing, Ruby turned around with pleasure, not realizing she managed to cut the same curtain with her scythe.

The girls finished quickly, even managing to repair the curtain with a quick fix. The only problem was that the room was too small for all of their belongings, as they realized it by seeing the four beds and the mattress all piled up in the center of the room.

"This, isn't going to work." Said Weiss, voicing what the four girls were thinking about.

"It is a bit cramped." Blake calmly said, as she was trying to work in a solution.

"Maybe we should ditch some of our stuff." Yang suggested, though was less than thrilled to actually do it.

"Or we could ditch the beds." Ruby started, thinking out loud before an idea popped into her mind with a gasp. "And replace them with bunk beds!" She said enthusiastically with her arms raised.

"Um, that sounds incredible dangerous." Weiss pointed out, not really enjoying the idea of the death by a falling bed.

"And super awesome!" Yang said, really enjoying any idea that meant not throwing her stuff away.

"It does seem efficient." Blake pointed out.

"Well," Weiss started, not backing down even if it was three against one, "We should put it to a vote."

"Ha, I think we just did." Ruby said, finally putting her arms down.

And it was very clear who won, not even Peter's vote could have changed the outcome of this. Finally admitting defeat, Weiss joined the rest of the team. Arranging the four beds in order to save as much space as possible.

Turning back to see their work, the team was able to appreciate the two bunk beds, one being held up by ropes, with the top bed covered by a blanket, while the other one was being held up by some of Blake's books. "Objective, complete!" Ruby exclaimed happily.

That was until a sudden realization stuck to her, "Wait!" She shouted, gaining the attention of the other three girls, "I think we should get something for Peter." She said while staring at the mattress that was carelessly thrown aside in the process of making the bunk beds. "I don't think he deserves to be sleeping on the floor."

"I don't get it." Weiss started, still a little mad at the hidden vigilante for his immature attitude. "He was the one that offered himself to sleep in there, I don't see why we have to do something that he doesn't mind about."

"Yeah, but Ruby's right." Yang said, seeing her little sister's downed face in concern for her teammate, "Just because he offered himself to do it, doesn't mean he has to."

"Besides, he was the one that save you from the Nevermore's feathers, I think you owe him a little bit." Blake said, remembering the feather going straight at Weiss and Ruby, only for Peter to be there in the last second.

Weiss sighed for what seemed to be the hundredth time that morning, not only were they all going against her again, but Blake did have a point. She hated when things didn't go her way, all going according to plan, but this team have made something like that impossible.

"So, what DO we do for Peter's sleeping arrangements." Weiss let out, clear that she was just accepting defeat, and not the she agreed to the plan.

This got the team thinking, wondering how they were going to be able to pull a bed out of thin air. Looking around the room, Ruby noticed the white blanket that covered her bed. The sparks in her eyes were a dead giveaway of the plan she was having. Taking another of the extra blankets they found in the bathroom and started tying two ends to the bedpost at the foot of her bed.

Seeing Ruby start doing that made Blake catch on to the plan. Getting the other ends from the floor, Blake made an expert knot to the post on Yang's bedpost. Upon letting go, the team members saw the oddly looking white hammock sustaining. Ruby decided to test it out, landing back first to the hammock. Offering some resistance, the hammock began swinging back and forward, making Ruby giggle with delight, "Hey, you guys, think Peter would like trading beds with me?"

Upon seeing the childish behavior of her team leader, Weiss put her palm on her face, "Could we just get on before the day becomes crazier."

Ruby instantly jumped at that, making Weiss almost fall for the third time that morning, though this time she was already wearing her uniform. "Right, our order of business is!..." She started, getting a black covered book from the counter and sitting on her bed, "classes." She finished saying with less excitement.

"Now, we have a few classes together today." She started reading from the notebook. "At nine we got to be-" She was saying before Weiss interrupted her.

"What!? Did you say nine o'clock?!" She asked alarmed, leaving a confused Ruby. "It's 8:55, you dunce!" She said alarmed before sprinting down the door leaving the rest of her team to stare at her retreating form from the door frame, while also leaving a very confused team JNPR to stare at her as well.

"Uhh," Started Ruby, trying to gain some control of the situation, "T-t-t-to, to class!" She shouted sprinting after Weiss, with Blake and Yang following her.

Jaune was left the most confused of all, "Class?" He asked to himself as Nora began putting more weight on top of him. Not able to support that much, Jaune fell down the hallway, leading the rest of his team to fall as well, since all of them had weight on each other.

Being the first one up, Juane began sprinting after the other team, "We're going to be late!" He exclaimed as his team began following him.

Meanwhile, Peter was finishing the whole process of putting the web fluid on the last canister. "You, know," He started talking to himself again, "Back in New York, I would have killed for the opportunity to use a lab like this." He thought, "Having the opportunity to try everything here is something that I always dreamed of, instead I was stuck with some science kit, go figure."

Closing the canister and putting in his belt, where he kept all the extra canisters that weren't in his web shooters he began again, "Now there probably isn't even a science kit anymore. Probably the Sinister Six, or Sinister Thirty-Six, destroyed what I had…" He already was heading out and was on the doorway to class, but sudden realization struck him. "New York!" He shouted to himself, "While I've been moping about myself and how sorry I felt, I completely forgot of the Six!"

Sprinting, Peter suddenly forgot his need to go to class, going straight to the director for a way out of here. 'Everything that the Six are doing back on Earth is my fault!' He thought 'I could've stopped them a long time ago. Ended them right there, but I didn't. Now they are attacking New York without me to stop them, and who knows when the Avengers or the Fantastic Four or X-Men are going back from whatever it is they're doing! But it doesn't matter! I have to stop them!'

Getting back to the field, he was able to see Ozpin casually strolling with Glynda at his side. For once, thanking his luck, Peter made a mad dash toward them, able to reach them before anything else happened.

"Professor Ozpin, I need a favor!" the brunette practically shouted.

Ozpin however was as calm as ever, ignoring the glare that Glynda was giving to the young Parker. "Sure thing, Mr. Parker. May I ask what this favor is, exactly?" He asked, thinking that maybe the young boy needed a chemical that he didn't find in the lab.

"I need a way back." Peter said, sending both the principal of the school and his assistant varying waves of shock, though Ozpin didn't show it, nor the fact that he saw the wide eyes Glynda was now sporting.

"May I ask why you thought of this now?" Ozpin asked, unsure on how to tell the young brunette the only answer he had.

"Well," Peter started, a little ashamed of what he was about to say. "When I was sent here, I also had to see something that I never wanted to see. So I began moping and being Spider-Man to get that out of my head. But now, I realize that the guys that sent me here are still attacking New York and there's no one there to stop them since I'm here. So, please, I'm begging you, there has to be a way back."

Ozpin sighed a little, though he was ashamed of what he was about to say, he felt really sorry for the teen in front of him. "I'm sorry, Peter." He said, making it feel to Peter like he was hit by a ton of bricks. "Dust is the only thing with enough power to make a trip like that, but Dust only works on Remnant's atmosphere, meaning that it would not work outside of it, and even if we could, we don't know exactly where your universe is, making the trip really dangerous for you." He saw as Peter's head began to sink, making him express again, "I'm really sorry."

The moment was caught short as the group saw team JNPR and the rest of team RWBYP making a dash to class. Taking advantage of the situation, Peter made a 180 in his attitude, putting a goofy smile for show, "Sorry? Sorry for what? It's me we're talking about. This is just another Tuesday for me, I'm sure that someone will be able to put me back on Earth, no time, I was just wondering if you could do it before hand so I didn't have to be the damsel in distress, god, Johnny would have a field day with that. Ok, later."

Ozpin saw Peter's back going to the rest of his team a little concern hidden in his unreadable eyes. "What are we going to do, Ozpin?" asked Glynda beside him, "Kid's not going home, ever."

"I wouldn't say that." Ozpin said while sipping a little more of his coffee, making Glynda look confused at him. "If you notice the way he refers to his universe, I think that he doesn't consider it home anymore." He said while seeing the young brunette going away from them, "It's almost like what made it home to him is gone. But he also feels like his responsible for what happens to it, something he convinced himself to feel. He is a single teenager, but somehow managed to have and feel like he deserves the weight of the world on his shoulders."

Peter himself was getting close to the rest of his team, though class was something that was faro off of his mind, 'There has to be a way back! If the Six go unchecked, I would never forgive myself.'

* * *

"Monster! Demons…" Said a very deep voice, the voice of, as Peter knew of, Peter Port, professor of Grimm, or, as Peter liked to call him, teacher of defenses against the dark arts. "Prowlers of the night. Yes, the Creatures of Grimm have many names. But I merely refer to them as prey." Giving a victory laugh, which no student followed, but it did help get Ruby awake.

'Seriously Red? We haven't even been ten minutes in class and you're already sleeping?' He thought quietly.

Trying to get out of the awkward silence Professor Port continued, "And you shall too, upon graduating from this prestigious academy." He started walking, passing team RWBYP as he did, "Now as I was saying, Vale, as well as the other three kingdoms, are safe havens in an otherwise treacherous world. Our planet is absolutely teeming with creatures that would love nothing more than to tear you to pieces."

Walking back, he continued, "And that's where we come in." He said before stopping and looking at the class, "Huntsman! Huntresses…" Saying the latter a little seductively with a click of the tongue as he looked at Yang, making her feel extremely awkward.

Taking advantage of his spot between her and Weiss, Peter leaned a little closer to the brawler in his team. "I think the teacher like you." He joked, making her feel even more awkward.

"Well, what do you know, there is a situation that will make goldilocks uncomfortable." He said as he leaned back, "I'll make sure to remember this for the rest of my days."

He heard a little snicker coming from Ruby, but also a little groan from Weiss, "Be quiet! Some of us are trying to learn!" She whispered and screamed at the same time.

"Yes ma'am!" Peter responded, "I also could make a killer lemonade for you, would you also like that, Snow?"

Deciding it was better to ignore the jokester, Weiss looked forward again. "Aw, giving me the cold shoulder? That's no fun." He said, though he could hear Ruby start giggling and Yang snicker at the pun. Looking back, he also saw Blake's smirk plastered on her lips.

"Individuals who have sworn to protect those who cannot protect themselves." Port said as he raised his hand before swiftly lowering it again. "From what you ask? Why the very world!" He exclaimed excitedly, hoping for any student to feel the same.

Fortunately, one of them did, unfortunately, only one of them did, the rest preferring the uncomfortable silence forming.

"That is what you are training to become." Port began again, "But first, a story. A tale of a young, handsome, man. Me."

'Wow, I'm in the second book of Harry Potter! And this is Gilderoy Lockhart in the flesh.' Peter Parker thought to himself as the story began. Though he was losing his concentration fast as all the sleep deprivation he was having was getting to him again.

He was able to hear a few things, like Ruby doing a fart sound, followed by her and Yang constraining some laughter, or professor Port getting everyone's attention by clearing his voice, but his eyes were no longer letting any light pass, as all Peter could see was black, probably because his eyelids were closed even though he didn't realize it yet. He also heard Port start the story again, but Peter could no longer pay attention since all the sounds were muffled in his ears.

'Ah, some sleep sounds good right now.' Peter thought to himself, not paying attention at all the things Ruby was doing beside him. Or the fact that Weiss was shaking with anger right next to him, or the fact that his Spider-Sense was tingling…

'Wait, Spider-Sense tingling! Move Parker!'

And that's exactly what he did, moving his head up from the top of his desk and raising his left hand to avoid any contact as he saw Weiss's hand almost smack him in the back of the head, instead making contact with the part of the desk said head was in. Now Peter only registered the fact that his Spider-Sense tingled, but couldn't tell just how much it was tingling due to the tiredness. Unfortunately for Peter, besides all the looks of shock he was receiving from his team, Professor Port also saw his raised hand, but didn't understand he raised it to avoid contact with Weiss's hand.

"Well then!" The teacher shouted, gaining Peter's attention, "Do you really believe in that, Mr. Parker?"

This left Peter staring straight at the teacher with a confused set of eyes. Then he looked at his left and saw the raised hand he had and had to silently curse at his luck for everything that was happening right now. Looking at his team, Peter saw the scowl that Weiss was giving him as well as a few thumbs up from the rest of them, "Um…" He started, unsure of what the question even was, "Yes?"

"Well, let's find out, shall we?" That was when a cage was dragged in, but something inside was rattling the cage and the low growls were also a clear indication that something was not happy to be in there. "Step forward, and meet your opponent." He finished, looking in the red eyes of the thing inside the cage, making Peter gulp a little bit.

"Uh, I was really hoping for a game of chess." Peter said as he loosened the tie a little bit and made his way to the front of the class, trying really hard to ignore the sudden nervousness he felt. "I don't suppose that we could change this into something like Jenga, right?"

For the first time since class started, Peter Port chose to be silent, letting Peter be the center of attention. Turning back to the front of the class, Peter saw every student staring directly at him, making the situation be even more uncomfortable than before. Setting his eyes on his team, he saw that Blake somehow found a red flag with the team name on it in white letters.

As the thing inside started to growl again, Yang decided to show her support, "Gooo Peter!"

"Fight well!" Blake continued, waving the little banner around.

"Yeah, represent team RWBYP!" Ruby shouted last, trying hard to motivate her team member since she saw him a little nervous at first.

"Ruby, he's trying to focus!" Weiss shouted at her team leader.

Peter frowned a little bit at that. The fact the she said nothing to the rest of the team but scolded Ruby was a little confusing.

"Oh." Ruby said, accepting Weiss's explanation. "Sorry!" She shouted at Peter again, making Weiss face palm and Peter gain a small smile.

'Give her a break Weiss.' He thought to himself as his confidence grew a little because of the support, 'She's still the youngest here, and being a leader ain't easy for anyone.'

His thoughts were interrupted though, as Professor Port raised his axe that ended in a shotgun. "Alright. Let the match, begin." He said as he lowered the axe, stinking the lock that kept the now revealed Boarbatusk inside.

The Creature of Grimm wasted no time and charged at Peter, making him roll out of the way at the last second. "Oh, thank God, it's only a Grimm!" Shouted Peter, making everyone present to stare at him confused, "I thought it was Yang. At least this isn't going to beat my butt so badly."

Yang and Ruby managed to snicker at the little joke, but Weiss was livid. 'How could someone face a Creature of Grimm and not be serious about it! At least Ruby was a little more mature about that!'

Port laughed a little bit, "Weren't expecting that were you?"

Peter decided to turn around, facing his teacher and his back facing the Grimm, "I really can't say that I did." Peter said, despite the worried glances he saw his team was giving him upon turning his back to a Grimm. "But it does raise a question…"

Meanwhile the Boarbatusk took the opportunity to charge at the seemingly distracted Huntsman, making the worried glances that Ruby, Yang, Blake, and even Weiss were having to turn into full panic.

"Peter! Watch out!" Ruby shouted, trying hard not to cover her eyes at what was about to happen.

But Peter was always ready, his Spider-Sense making it hard for him to be caught completely off guard. Deciding that a simple thing was the best thing to do, Peter stepped to the right, making the Grimm change his direction to meet him. But at the last second, Peter stepped to left, as far as he could without jumping, and, as he sensed the Grimm to his right, span counter-clockwise, making a 360 degree turn as he saw the Grimm stutter in his charge as he ended up in the cage he was at the beginning.

Wasting no time, Peter charged at the Grimm, some thinking that he was taking advantage of the Grimm's exposed behind, but were surprised to see Peter jump, stepping hard on the border of the cage as the Grimm started stepping out of it, trying hard not to be caught inside again. The kick made the opening of the cage land on top of said Grimm, trapping it inside it again, as Peter used the step to make a backflip, landing on the border of the cage as the Grimm charged it, making it move but not topple all the way.

Turning back to the teacher as everyone was dumbfounded at what they saw, Peter decided to ask his question, "If you bring Grimm inside the class, how do you manage to keep the property damage under the budget?"

"Bravo! Braa-vo!" Professor Port as he was the one to get out of the stupor of a student catching a live Grimm, and without even damaging it once. "You managed to defeat your opponent without even hitting it once!" He said as the rattling of the cage began to die down, indicating that the Grimm was losing its strength and tire down, "But it does beg the question, why didn't you try to kill it, or even try any direct contact with it?"

Peter saw the rest of the class, or rather, the looks of interest they were giving him, especially his team, though Blake was the only one that did not have one as big as the rest. Realizing he was caught in the spotlight, Peter tried what he did best, rambling nonstop until something sensible came out.

"Umm" Peter started, "I mean, I saw the cage saw logically I though I needed to put the Grimm in there." He started, noting as Port gave a little nod at that, but didn't interrupt the hidden vigilante. "And since it charged inside of the cage I saw the opportunity and took it." He said as he patted the cage, making it rattle a little again.

Peter sighed as Port gave another nod of understanding. He managed to make everyone think that what he did wasn't planned, so he was save for another day. He never was comfortable with killing, and using all of his strength is something he actively avoided back on Earth, so it was hard trying to use it here. That's why, even in Initiation, he didn't use all of his strength. Not that he didn't want to do it, he subconsciously made himself not do it, and that was something he needed to work on.

"Impressive!" Port said, "It appears that we are indeed in the presence of a real Huntsman in training. I'm afraid that's all the time we have for today. Be sure to cover the assigned reading and, stay vigilant. Class dismissed."

"Um, before that," Peter gained everyone's attention, "How do I get down? I'm sure or little boar down here will try to get out if I step down." He said, making Weiss face palm as she got out of class.

"Doesn't matter." Port said as students kept going out, Peter even saw Ruby dashing after Weiss as Yang and Blake stayed behind, "If it's not tired by now, I'll be sure it doesn't hurt any of you."

Carefully stepping down, Peter saw as no movement was made by the cage and sighed a little bit. Saying his good bye to the teacher, Peter dashed out in hopes of finding his team, the fact that he didn't know what class he had next made that a necessity.

He was able to see that, around the corner, Ruby just caught up with Weiss. Deciding to be better if he knew just what the snow princess had with the team leader, Peter stayed behind, listening in to the conversation.

"Weiss!" Ruby shouted, gaining the heiress attention.

"What?" Replied the Schnee in disdain.

"What's wrong with you?" Ruby said, trying to ignore the rude tone, "Why are you being-"

"What's wrong with me? What's wrong with you?" Interrupted Weiss, gaining a little confusion by Ruby, "You're supposed to be a leader and all you've been so far is a nuisance."

Scoffing a little, Ruby tried to get an explanation, "What did I do?"

"That's just it!" Weiss continued, as if Ruby just explained her actions, "You've done nothing to earn your position. Back in the forest you acted like a child, and you've only continued to do so."

"Weiss, where is this coming from?" Ruby asked, a little hurt after the new friend she thought she made with Weiss back in the forest was saying that nothing has changed. "What happened to all the talk about, working together? I thought you believed in acting as a team."

"Not a team led by you." Weiss said, making even Peter wince a little bit, "I've studied, and trained, and quite frankly, I deserve better." She said as she turned around, unable to see Ruby trying to touch her in order for her not to leave, "Ozpin made a mistake." She continued as she marched off.

"Well, that was a bit rude." Peter said as he saw Ruby's sad face, and honestly couldn't really take that. "I guess we could she was ice cold." He joked, trying to get a smile out of her. But it didn't really work, Ruby still looked sad and had some tears being kept in her eyes as she looked at him with her hand clasped together in front of her.

"Peter, is Weiss right? Did Ozpin made a mistake?" Asked Ruby when her watery silver eyes met with Peter's brown ones, fearing her first friend in Beacon was going to think like Weiss did.

Peter hated being in situations like this one. He preferred keeping his feelings to himself and avoid any misunderstandings anything he said could bring, and boy did having a lot of Parker luck bring him many misunderstandings. But he saw that Ruby really needed someone to cheer her up.

At first, Peter was completely silent, hoping that there was a way for this conversation to end without him actually saying anything, making Ruby's fears increase and what resolve she had in her disappear, letting a few of the bottled up tears fall down her pale cheeks, making Peter hate himself for not doing anything before that happened. Then Peter realized that Ruby wouldn't budge, that she was going to stay there and wait for his answer. So he decided to take a more or less neutral point in all this.

"Let's see this from Ozpin's view." After a long silence Peter finally said.

This answer made Ruby really confused, which was clear to see since she stopped crying and had her head tilted to the left with a confused look plastered on her face, but she was silent, letting Peter continue.

"Well there were five options for him to choose, Yang, Blake, Weiss, you, or me, and he only had the Initiation to go with in only to make this choice fair. To me, this is what he saw. First, Yang, she is a great fighter and is able to speak her mind, but she is a hothead, letting herself lose her cool when we all got together in the forest with team JNPR. A leader needs to always have a cool headed nature, or you wouldn't be able to lead other people. Blake, for example, is really level headed, but she doesn't talk much, she doesn't inspire any leadership to me and is the one that least connects with the team, despite trying to continue conversations, she doesn't start them. Weiss, well you know, she is a little entitled and she is probably always going to butt heads with me and Yang, and a leader should be able to have a good relationship with the rest of the team, something she doesn't know about. Then there is me, Ruby, I could tell you hundreds, maybe even thousands, of reasons why I shouldn't be the leader of the team. But I don't want to bore you with my life story."

Ruby was about to protest, saying that he saved her from the Death Stalker and that, if it wasn't for him, she wouldn't be here to begin with, but Peter stopped her before she could even start.

"You charged the Death Stalker head on, a really go big or go home attitude, and you ended up being swatted like a fly. Some might say that it was really childish what you did, but, for me, that was really brave." Finished Peter.

"But, Peter, I'm not as strong as you or Yang, or as smart as Blake or Weiss or you, why would Ozpin choose me-" was all Ruby said before Peter cut her off again, this time by gently putting his hand on her shoulder.

"The best leaders are not the strongest or the smartest all the time. Sometimes they just need to have their heart in the right place and be able to do anything for their team." Saying that Peter couldn't help but remember Captain America leading the Avengers towards unstoppable odds and always be able to deliver a speech to get everyone to believe that not all was lost. "I know for a fact that your heart is in the right place, but it's up to you to be able to take command of the team and prove that Ozpin did make the right decision in choosing you. I know you are not the most experienced of all of us, but you are not alone, I know for a fact that Yang and Blake will help you if you need it, and I will be happy to do so too." Finally finished Peter.

When he finished, he could see the tears running down again. Peter thought that he said something wrong and wanted to hightail out of there, get as much distance as possible before Ruby heated him senseless for saying what he said. He was about to come up with an excuse to run as fast and as far away as he could before he saw that beneath the watery eyes, there was a genuine smile across her pale face.

"I've been told many things in my life, Ruby." Peter said, trying to sound a little bit wise, "Some of them good, some of the bad. Some didn't even make any sense at the time." He said, making Ruby's smile turn into a smirk at that as she wiper her tears with her sleeve. "But one thing has always stuck by me, something my uncle used to say to me all the time, 'With great power comes great responsibility.'" He continued, making Ruby looked a little confused again. "I've been living my life trying hard to represent those words, but it's you, Ruby that got the power to be the team leader. And that means you got the responsibility to be the best leader you can be. So it's up to you to show everyone that Ozpin was right." He said as he put his hand from her shoulder. "Now you should probably go to the rest of the team, I still need to talk to an heiress."

Nodding a little bit, Ruby did just that, a smile plastered across her face as she walked with a little skip in her step. Peter had to sigh as he went to the balcony that Weiss was at, clearly already regretting what he was about to do.

"You know, that was a bit unnecessary." He started, making her turn around, "It's just the first day, and you already assumed that Ruby was not supposed to be the leader."

"Oh, like you are any better." Weiss said as she turned around again. "You're even more immature than her."

"So, why were you so mean to someone as innocent as her?" Peter said as he made his way to Weiss's right, leaning on the railing as he appreciated the view.

Weiss herself was looking at her only male teammate, unsure if he was going to make a joke about this or not. "I feel like I deserved to be team leader!"

"So what?" Peter quickly answered, catching her a little bit off guard. "Does that give you the right to be like you are right now? It gives you the right to shout at Ruby, or try to pull her down when she's up?"

Weiss thought a little bit, remembering how Peter behaved throughout his time with her. She saw that this wasn't the same Peter as he was when they first met, or at Initiation, or even in Port's class. This was the Peter that she saw, and kind of feared, on their first night in Beacon, the serious Peter. "People should know when they have made a mistake!" She countered, trying to avoid getting to his full wrath.

Peter slightly smirked at that. "I think you are right about that." He said, getting her to smirk victoriously, "But I think that you are the one making a mistake here."

This caught her off guard again, "W-what? How dare you?" She said.

"Look, don't get me wrong. I feel that you are jumping to conclusions." He continued, ignoring the sudden outburst. "That something that have always been bad, no matter if you are right or wrong."

Peter sighed again, getting Weiss's full attention, "Back where I'm from, outside of Vale, or really any of the Kingdoms, I tried to help everyone I could. Helping them from any common crime, any petty thug, or even Grimm attacks. I even delivered a baby once, boy was that weird." He said, not seeing the look of slight disgust at the last part, "But there was this guy, grown man, middle fifties, that jumped to conclusions with me." He said as he turned to Weiss, seeing that he had her full attention.

"This guy started calling me a menace." He said, getting a confused look from Weiss.

'Why would anyone call someone who is trying to help a menace?' She asked to herself, nut made no sound, prompting Peter to continue.

"He managed to turn everyone against me. Made everyone think that I really was one. People started cursing at me, or throwing at me anything they had at the moment." He continued, but was interrupted by Weiss after a long silence.

"So you stopped, right?" She asked genuinely curious as Peter's story progressed.

"Oh, there were times I really wanted to stop, believe me." He said, seeing the surprised look she was giving at him. "But I couldn't, because that wasn't me. I needed to help everyone I could."

"So what happened to the guy?" Weiss asked. "Did you do something that would shut him up?"

"Oh, no. I even managed to save his son at some point, but he ended up saying that I staged the whole thing up to be called a hero." He said, much to Weiss's surprise, "But anyway, we're getting a little off topic. The thing is, he loved the town, that's why he went after me. He genuinely thought I was a menace to society, always did. And it started because he jumped to conclusions with me."

Peter straightened up, looking a little down to Weiss's pale blue eyes. "Look, I'm not saying you have to like everybody you meet. Or that you can't get mad when they screw up. Just that it might be worth a minute to try and see things from the other guy's side. Turns out most people, even the grumpy ones who yell, probably don't deserve what you are doing to Ruby." He said as he started to leave, making Weiss look at the floor where he was just standing as the sunset started to die down.

"Oh and Weiss," He said as he was about to go back inside, making her look at him, "Do we have any other classes? I kind of forgot to check the schedule this morning."

Normally Weiss would have face palmed, but instead she chose to bear a little smile, shaking her head no. "Good, guess I'll see you in the dorm, then." He said as he turned back, leaving Weiss behind to look at the scenery in peace.

Getting to the dorm was easy for Peter, being able to get from there to the lab made it so, but as he entered he saw the mess that the self-made bunkbeds was and he was tempted to close the door and open it again in hopes of a different outcome.

"There he is!" Yang shouted as she hopped off of her bed, already on her pajamas, "The guy that was able to capture a Boarbatusk without even touching it." She said with a smirk.

"Congratulations." Was all Blake said before turning back to her book.

"Yeah, you were awesome back there!" Ruby shouted from her bed. "The Grimm was woosh, but you were all like wish! And you captured it like that! I wish I could have filmed it!"

Taking a little mock bow, Peter smirked a little, "Thank you, thank you, but what the heck did you do to the beds, and where is mine?" He said as he looked around, unable to see the mattress he slept in last night.

"Oh, that's the best part!" Yang shouted. She made her way to Peter and picked him up. Despite the complains and the little trashing he did, Yang threw him into the hammock, making it swing back and forward fast.

"We made you a hammock! Hope you like it!" Yang said with a smile.

Peter was about to complain, but realized that, despite looks, the hammock stayed up. Accommodating himself, Peter found it was more comfortable than the mattress he slept on. "Thank you, but you didn't have to do it, I was fine on the mattress.-"

"Your welcome." Blake said, while also shutting Peter up.

Peter finally stepped down of the hammock ad went to the bathroom, with a quick change of clothes thanks to the Unstable Molecules, he went back to the room, seeing Ruby up in her bed with a lot of papers scattered around.

Making his way towards her, he quietly said, "You know, I think that's why we a have a desk here."

"I find it better to do it here." She said without taking her eyes off of the book.

"Okay, just saying." He said as he started going for the hammock.

"Oh, and Peter." Ruby said, getting his attention. "Thank you."

"Anytime, Ruby, anytime."

Night quickly came in Beacon, almost every one of the students was asleep in the commodity of their bed.

One of the students who wasn't like those was Peter Parker. Though he was in his hammock, he was quietly thinking to himself despite the snores Yang was making. 'How I'm I going to get back? New York is in danger, and no one is there to stop it if I don't make it back.'

That was until a creaking sound was heard as Weiss tried to quietly open the door.

Making her way underneath the hammock, Weiss saw Ruby, asleep as she tried to pull an all-nighter studying. She quietly woke her leader up, getting a few snores from her.

The surprise of seeing her partner woke her up. "Weiss! I-I was studying and then fell asleep I'm sorry." She started, thinking that maybe the light woke her up.

Covering her mouth to keep her quiet, Weiss started up as she saw the mug. "How do you take you coffee?"

"Uh, I-I don't-," Ruby started, but was quickly interrupted by Weiss.

"Answer the question."

"Uhh! Cream and five sugar!" Ruby practically shouted, despite the two members asleep and one who she thought was asleep.

Sighing a little about the childish coffee, Weiss continued. "Don't move." Before going down and getting a new mug.

Quickly making the coffee, she handed it to Ruby, "Here."

Unsure of the sudden change of heart of her partner, Ruby took the mug. "Um, thanks Weiss."

"Ruby, I think you have what it takes to be a good leader." Weiss said, making Ruby smile at her. "Just know, that I am going to be the best teammate you'll ever have." She finished with a smile of her own. "Good luck studying." She said as she went down, making Peter smile at them making amends. That was when Weiss went back up again, "That's wrong by the way." She said before going down and starting to go to the bathroom to change, making Peter raise an eyebrow slightly.

'Well, at least she helped her, that's a start, I guess.' He thought.

Before going inside the bathroom, Weiss started again, "Hey, Ruby?"

"Uh-huh?" Was all the team leader said.

"I always wanted bunk beds as a kid." Weiss said as she closed the door, making Ruby have a wide smile.

Looking down Ruby saw Peter staring at her with a smile, his brown eyes shining thanks to the light of Ruby's lamp, and couldn't help but smile even more as she realized that whatever Peter said to Weiss helped change her mind.

"Thank you, Peter." She whispered to him.

"No problem, Rubes." He whispered back as she went back to studying, "I'm here for anything you need."

'Until I get back to Earth, at least.' He finished in thought, before resting his eyes as he turned away from the light.

 **A.N. First of all, I'm so sorry it took so long to get this chapter out.**

 **My computer got damaged a while ago and I don't have the money to get a new one in the meantime, but I've been managing with some that people have lent me.**

 **I also hope that you guys are having a great time, and that you continue enjoying this story.**

 **Finally, I don't if I should do this the whole story or do a story for volume 1, another for the second and so on, please tell me which one would you prefer.**

 **Death of Snipers: I think you confused a little agility with overall speed. While Peter could easily run faster and be more agile than anyone, except of course Ruby with her semblance, a tired Peter, as the one in the story for now, drain his powers greatly. I mean, he was easily beaten once because he had a common cold, so I think that lack of sleep could affect them as well. And the weapons part, I really feel that Peter Parker would disagree to any form of weapon, it's just not his style, nor do I think he would ever want to, besides his web shooters.**

 **treyalexander6317: In terms of chapters, I don't know exactly. And of Volume 3, I guess it depends more of Volume 4 since the most important part of volume 3 was the end.**

 **Abigaming: Don't really know that. Sorry.**

 **Oreo Knight: I believe that Ozpin is able to see, not only his capabilities as a future Huntsman, but also a role model to the students of Beacon, not only team RWBY or JNPR, someone that they can look up to, but also relate to since he is almost the same age as them, which is something that series lack, in my opinion.**

 **Eye of Sauron: Yeah, that was my idea about Madame Web, just need a reason for her to do it, already have one, but needs some work around the edges though.**

 **YeezusJesus: I already have something planned for Peter's semblance, so don't worry.**

 **Thanks again for reading and revewing.**

 **Cheers!**


	10. Sparring Match(es)

_Disclamer: I don't own anything Spider-Man or RWBY. Spider-Man is a product of Marvel, RWBY is a product of Rooster Teeth._

Peter Parker was never one to be an attention seeker. Preferring a day of relaxation with a good book in his eyes and minding his own business. That also meant that he was extremely uncomfortable when he was in the spotlight, which is where he was right now. Side stepping to the left, he was able to see and feel the bronze shield passing through his right, along with the pale skin and wavy red hair of the girl behind said shield.

"Look, if it was about the red thing, I'm sorry." He said as Pyrrha made her stop with a slide, turning so that the shield was facing the brunette again. "If I compliment you, could you stop trying to hit me? It hurts when I get hit, so I prefer if it doesn't come to that."

No response was met from Pyrrha verbally, instead she preferred to take a knee, change her xiphos into a gun, and, with accurate precision she trained most of her life to get, started firing at the joking brunette.

Peter didn't need his Spider-Sense to see the incoming danger, but was glad to have it as he bent backwards, letting the bullet pass above of him. Jumping to avoid another one, he used his momentum to do a backflip, "Ok, no compliments. How about a long awkward silence? God knows how I love my long and awkward silences."

Seeing that her long-range combat was not working against her opponent, Pyrrha decided to try to go for close combat. Slashing at Peter with a left swipe of her xiphos, she saw that Peter crouched low, making his thighs be lower to the ground than his knees. Taking advantage of his position, Peter used the strength of his legs, sending a massive uppercut at Pyrrha's way, but was met by the bronze shield, as some of Pyrrha's quick movements made him avoid a kick aimed at his right leg.

"Man, talk about taking a little off the top." He said, already losing count of how many slashes has Pyrrha aimed at his head. "Thank god, you didn't decide to become a barber, I prefer if I wasn't part in a Sweeney Todd movie."

Pushing with her shield, Pyrrha saw and felt as Peter decided to use said shield to put his feet on, pushing hard as he made a flip while making Pyrrha slide off away from him. "And talk about a good defense, if you continue to use your shield like that, I think I know someone who would sue."

Using the little space between them, Pyrrha started running at Peter again, even going as far as using the gun part of her spear for more momentum and more speed, intent of ramming her bronze shield on the hidden vigilante's chest.

Seeing no movement from the brunette's side, Pyrrha prepared for impact. An impact that never came though, as Peter leaped up, leaving no resistance to the red head's attack, making her stumble forward. Peter used this to his advantage, even if he was still falling from the leap he did, he managed to maneuver his body so he kicked Pyrrha's lower back before he touched to floor. "Tag! You're it!"

The sudden momentum Pyrrha gained from the kick was unexpected, but she found a way to roll forward and switch her javelin into gun form, quickly letting some bullets fly as Peter finally landed on the floor. "Just how many bullets can you fit in there?" He asked while performing a back handspring, "And, since we're in the subject, how do you put bullets in that?"

Taking her spear, Pyrrha decided to lunge again, meeting Peter's spot quickly as he was able to side step it again. What he didn't expect was for Pyrrha to predict his movements, as she stopped and started slashing at him again. "Oh, come on! Dodging is all I have, don't go taking that away from me!"

He maneuvered his body, being able to avoid getting the worst case of missing limbs in history as he was able to move at the last second every time. Peter hopped back as Pyrrha tried to stab at him, making her smirk as she grew the spear, letting it try to stab Peter again. "Pointy! Pointy!" He said as he bent his knees again and leaned back, seeing the point of the spear barely pass above of him. Wasting no time, and trying to avoid Pyrrha slashing at him from that very uncomfortable position, Peter made his way from bellow the spear and struck at Pyrrha with a fist, only for it to be blocked by the shield. Having to avoid another slash of the spear, Peter was able to hear the sound of a gun, meaning that Pyrrha was getting serious with him and making her slashes faster.

Still able to avoid the swipes, Peter started up again, "You know, I'm beginning to think that maybe you don't like me." He then extended his hands, grabbing a hold of Pyrrha's shield, and he threw the red head as far as he could, but not before she managed to spin in place, managing to land a blow on his left shoulder before letting herself be thrown.

The sudden pain in his shoulder was noted by Peter, covering it with his right hand, he was able to feel the blood pouring out of his body. He saw his shoulder, and was relieved to see the Unstable Molecules repairing themselves, hiding the blood from his opponent. Looking back up to where Pyrrha was, he felt the sudden buzzing of his Spider-Sense, making him leap away at the last second away from an oncoming bullet. "Hey, I have a game! Let's play 'Stop trying to shoot me, oh dear god, please stop'. I'll start, stop trying to shoot me!" Dodging the bullets, he started making his way towards Pyrrha's position. "Dear God!" Doing a handspring, he was able to avoid the last bullet sent his way, closing the remaining distance between them as he pushed her shield with his feet, making Pyrrha slide away from him, and have to stop shooting at the brunette in order to regain her balance, "Please stop!"

Regaining her footing, Pyrrha was able to see Peter rush at her again and threw her shield at him. Seeing the shield spinning to his direction, he ducked underneath it, letting it pass over his head. "It's just not your day, pal!" That was until his Spider-Sense started blaring again. Having no time to react, Peter let himself be hit in the back by the rebounding shield. Letting himself have a little scream of surprise and pain, he dropped to a knee. "Ok, Cap, we need to let you off your toys, someone could lose an eye, you know?"

Being able to avoid the bullets that Pyrrha was now shooting at him easily, Peter saw Pyrrha's shield behind him. Avoiding bullets, he made his way towards it, intent of finishing this fight, he did a roll towards the shield, picking it up in order to block some bullets.

"Now, I'm no Steve Rodgers," Peter said as he put the bronze shield on his right arm, "But, honest to god, I wish I was right now."

Peter decided to lunge at the red head, using the shield to block the bullets sent his way, getting closer to the green-eyed girl. He felt the shots stop and he looked to see her ready for the lunge. Smirking at that, Peter slowed down and threw the shield Captain America style.

This caught Pyrrha's attention, as she prepared her Semblance to stop and regain her shield, but she wasn't prepared for the throw to be done so poorly, not even getting anywhere near her as she looked to see it bounce of one of the walls of the building they were in.

The quality of the shot didn't matter to Peter, throwing Cap's once let him know he wasn't good at it, but he got the results he wanted as he saw Pyrrha's attention was on the shield. Sprinting as quickly as he could, he closed the distance between them as he did a backflip with his right leg stretch, hoping to get the better of the bronze wearing girl. "Look out bellow!" He yelled as Pyrrha turned towards him, only to see Peter's back as he finished the backflip with a devastating kick to her head, making her fall on the ground.

That was when the lights around them blared back up. Peter heard the sound of footsteps coming closer to the two as Pyrrha turned around, deciding it was better to be on the floor face up instead of face down. That's when she saw Peter's outstretched arm, seeing his serious face as she took it, "I'm sorry. I didn't have to do that." He said lowly, loud enough so only the red head could hear him, referring to the last move he pulled. "I guess I got a little carried away."

And with good reason, since he was still new in the fact that there's a class that does training sparring matches, he was used to fight for his life, or for someone else's life, sure he did have some training with Shang-Chi, but he was a master in martial arts, and Peter still regretted when he hit his master. He also had to beat up Wolverine, though it was when the shorter man pissed Peter off by stabbing him and, although Peter would never admit it to Logan's face, he still felt bad for what he did.

What surprised him was the small smile that Pyrrha had, "No, it's ok." She said as she retrieved her bronze shield, "We are training to be the best we can, and that can only happen if we do our best, even here." What she didn't tell him was the fact that she was surprised not only that she lost, but that Peter was apologizing for trying his best against her. Never in her life has she heard someone apologize to her when they had beat her, not even people who she considered friends, though not close friends since the popularity isolated her from the rest, before entering Beacon, even if it was all before she gained the status of "The Invincible Girl".

"And that's the match." Goodwitch said as she finished making her way to the middle of the arena. "Although it was an impressive performance by the both of you, I would recommend that you, Mr. Parker, take this classes more seriously, even sparring matches like this are no joking manner."

"Wait, you are saying that you believe in me to be more serious?" Peter asked with fake confusion in his voice, "That's the nicest thing you've ever said to me!"

Shaking her head, the teacher decided it was best to ignore the blabbering brunette and instead referred to the whole class instead. "Students, as you can see, Ms. Nikos aura has now dropped into the red." Upon saying that, both Pyrrha and Peter turned to see their faces in a hologram above of them, both equally surprised and shocked not only by Pyrrha's aura being in the red, but that Peter's was still intact, not a single dent formed in it. "In a tournament style duel, this would indicate that she is no longer fit for battle and that the official may call the match."

'God, not only do I have aura, now I have to explain why it didn't go down when Pyrrha clearly hit me.' Peter thought, recollecting how he just found out that he had Aura when it showed up full in the beginning of the match.

Peter and Pyrrha decided to walk back to the locker room, even if Peter didn't have to go, he thought that it was the least he could do, "So, we're still friends, right? You're not going to start giving me the cold shoulder, right?"

The joke was not lost in Pyrrha, as she had a small smile plastered across her face, "We'll see." Though she was as happy as she could be when Peter admitted that they were friends, paying attention to all the blabbering that he did, silently appreciating the fact that with Peter there were no silences. Growing up with silence, she appreciated every moment of talking, and Peter seemed to be full of noise, which was nice for her.

With sparring match class over, the only thing to do was lunch. Peter chose whatever was closest to him, trying to ignore the looks he was receiving ever since the end of class. Not being used to this kind of attention, or any kind even, Peter made his way towards his team, who was with team JNPR having lunch.

"Man, one would think that I am some sort of weird bug with all the stares I'm receiving." Peter said as he sat down. But that was until he looked at everyone at the table staring right at him, with the exception of Pyrrha, with varying states of shock.

"So, do I have something in my face? Or is it stare at the guy until he feels awkward enough to leave." He said as he wiped his hand on his cheek, trying to get anything that might be in his face.

"N-no." Ruby said, being the first one to snap out of the stupor, "It's just that, um." She tried to say something, but the words that came into her mind didn't sound right.

Ren, being one that didn't show his shock, finished Ruby's train of thought, "We were surprised to see you beat Pyrrha without losing any of your Aura." He simply stated, going back to his plate.

"Oh." Peter thought in realization.

"B-but it's not that we didn't believe in you!" Ruby continued, trying hard to explain herself so that the brunette didn't feel insulted, or think that she didn't believe in her friend, "It just, um, took us by surprise!" She continued, then immediately regretted it as she heard herself.

"And with good reason!" Peter said, getting Ruby to stop trying to explain her stupor, "Did you see her fight? I mean, I was lucky enough that she didn't beat my butt before I had anytime to say anything." He finished while raising his hands, "I was just lucky, I guess."

"Yeah!" Nora finished what Peter said, "Don't you worry, Pyrrha." Hugging her red head teammate, she continued. "We will avenge your defeat the next time we get!"

"No chance." Yang intervened, looking at Nora's eyes with a smirk, "Peter here is untouchable! Team RWBYP all the way!"

"But the fight did raise a question." Ren interrupted, which surprised almost everyone at the table, except Peter, who only looked curiously at the magenta eyed teen, "Pyrrha's shield clearly hit you, yet your Aura didn't drop." He pointed out, making Pyrrha look curiously at the brunette, wanting answers herself. "How did that happen? Your shield should have been up throughout the match."

Peter had to raise his right hand and scratch the back of his head at that. Especially since he saw all the eyes in the table being directed at him. Thinking on his, feet, he started. "Um, you see, I've never been that good at the Aura manipulation thing. That's why I prefer dodging instead of blocking, even when it's a hit or a kick."

This raised Ren's eyebrow a little bit, "But you seem to be able to use your Aura well enough when it comes to battle." Though Ren would not tell the rest of the guys that his eyes were able to see that Peter seemed to be holding back at every attack he did. He saw it in the sparring match against Pyrrha and even saw it against the Deathstalker in Initiation.

"Yeah, I was taught in Aura's use in battle, and even enhancing my speed and agility, but not as a shield, I never really needed it before, so I guess that's why." Peter commented, thinking of the lie but also thinking that having a shield around his body would have been a godsend in all of his battles as Spider-Man.

Ren wasn't really satisfied with the answer, but let it drop as he began drinking from his water.

Peter internally sighed, grateful to be off the hook, even if it's at least for now, as he saw everyone turn back to talk with each other. He quietly ate his lunch, or as quietly as he could when he had to answer to Yang, Ruby, and Nora. He even noted that Weiss left from his side in order to attend a phone call.

That was until he heard her coming back again, sitting again to his left, but only this time, she had a red hand and white knuckles as she was clenching her fist in anger. Noting that she went straight into a conversation with Ruby, he decided to drop that thing for now. Going into his meal, Peter picked up the sound of a heavy Australian accent mumbling for someone to stop.

Looking behind him, he was able to see a group of guys mocking a girl for her brown bunny ears. Also seeing that she was taking it, only with some small protests from her as she stared down to her food.

Ruby noticed that Peter was looking behind himself, looking behind the brunette she noticed the group of Cardin Winchester mocking a bunny Faunus. Looking at Peter again, she saw the angry and sad face he was making. Almost like he knew just what the girl was thinking.

"Who is he?" Peter asked, getting everyone's attention to him and what he was looking at.

Jaune was the first one to answer, "Cardin Winchester," He stated.

"He's a bully." Ruby continued.

"That he is, Red." Peter said as he watched Cardin start yanking the bunny ears of the girl, despite the shouts of protest. "But not for long."

Standing up, he saw the surprised looks of his team and team JNPR, despite Nora looking ready to stand up with him. He quickly made his way towards Cardin and the bullies, ignoring the cries calling him back.

Getting his laugh out of the Faunus, Cardin talk to his teammates, ignoring her protests all together, "I told you it was real!"

Even getting a "What a freak!" From his teammate.

The laughing stopped suddenly as they heard a loud gasp behind him. "You heard that right, Cardin? He called you a freak!" Peter continued as he gently grabbed the hand of the Faunus, pulling her away from Cardin's lose grip as his attention was solely on Peter. "I mean, everyone already knew that, but to think that they would tell you is impressive."

Looking at the brunette, Cardin stood up, clearly towering Peter as he saw Peter putting himself between the Faunus and Cardin. "And who might you be little guy?" He said as he got his face as close to Peter as possible.

"Ugh! Dude, if you needed a breath mint, you just had to ask." Peter said as he stepped back, waving his hand in front of his nose. Seeing Cardin's red face, he continued. "Although, in your case, mouthwash, oh and get a toothbrush too, it helps. Maybe even some floss too."

"What did you just say!" Cardin shouted, getting people's attention to them.

"You need to hear it again?" Peter questioned jokingly, "Maybe you should add some cotton swabs to the list, too."

"Just who do you think you are!" Cardin shouted again as people were beginning to gather around them.

"Oh, I go by a lot of names. Namely freak, loser, annoying, small-fry, and some others that weren't very nice." Peter said, counting the words with his fingers. "But let's not talk about what Weiss thinks of me inside her head, how about you, big boy? Anything that I can call you by instead of 'All brawn, no brain'?"

Upon hearing a few snickers coming from the group around them, Cardin talked, "You know, you're going to be in a world of hurt."

Peter started seeing the three guys that seemed to be Cardin's teammates going behind their leader, trying to look as menacing as possible.

"Ooh! Bodyguards." Peter continued, not taking his eyes off Cardin. "And they say only girls can be damsels in distress."

Peter could see the anger radiating from the bullies. Heck, he could practically hear it before even one of them said a word. "Keep it up, wise guy, and you're going to be in a world of pain." Cardin said, only to get a smirk out of Peter.

Though Peter would never tell, he was already used to those kind of threats, receiving them almost daily as Spider-Man, and even some times as Peter Parker. "Oh, and what pain are we talking about? Because right now, the only thing I feel is blood coming out of my ears from having to listen to you go on and on. You might end up talking me to death."

"I'm going to squash you like a bug." Cardin said, taking a step towards Peter, hand hovering on his mace.

Peter had to sigh loudly at that. "'Squash you like a bug', seriously? So original. Don't you know any other tunes?"

"That's it!" Cardin pulled out his mace, intent on smashing the smaller teen to the ground, and silently hoping that the display of his weapon would scare the scrawny brunette. "You bit off more than you could chew when you decided to mess with me!"

But Peter was not even impressed with the small display. In fact, he didn't even consider it amazing compared to the things he has seen. "Bring it, big boy."

That was the last straw for Cardin, "You're going to regret ever messing with me." Taking an overhead swing, Cardin hoped to land it directly above Peter's head.

Upon seeing no movement by Peter, Ruby closed her eyes, not wanting to see her friend getting hurt like that, silently hoping that Peter made a last second dive anywhere. Sure, she wanted to help, but she wasn't willing to hurt Cardin as much as she disliked the guy, so, in the end, she felt useless to do anything.

That was until she heard her sister, "Damn." Was all that Yang said.

Opening one of her silver eyes only a little, she managed to see Peter in the same spot as before. Opening both of her eyes completely, she also managed to see that he was holding part of Cardin's mace over his head, and that, despite Cardin's face and shakiness being a clear sign of effort, Peter not only was not budging, but also he didn't seem to be any effort at all.

"You know, for someone so big, your blood takes no time to reach the top of your head." Peter casually said, referring to the red face Cardin was sporting at the moment. "And also, you telegraph your moves completely, I mean, even I saw that coming from a mile away, and we weren't even a mile away from each other."

"S-sh-shut. Up." Cardin said between efforts, clearly not used to being overpowered by anyone.

"What's that?" Peter asked, "You want to apologize for what you did? Well, she is right behind me if you do."

Cardin swiftly tried kicking the smaller teen, still struggling to even move his mace at the moment. But it was for naught as Peter simply side stepped from the kick, letting his body roll with the motion as he let go of the mace, only to kick the back of Cardin's knee as he got behind the taller guy, making the Winchester stumble forward.

Peter smirked at the other teen, but stopped short once one of Cardin's buddies grabbed Peter from behind in a full nelson. "Thanks, but I don't need to stretch right now." Peter joked as he saw Cardin rushing his way.

"Now there's no way for you to escape!" Cardin shouted, trying hard not to look exhausted by the little exchange regarding his mace.

Peter knew he couldn't dodge the raised mace without hurting the guy holding him, or the possibility of Cardin ripping the guy's head off if he dodged. So he did the next logical step and decided to fight back a little. Jumping as fast as he could, Peter twisted his body, making sure his right foot made contact with Cardin's chin. Taking advantage of his air position, and the fact that the guy holding him had his body weight, Peter swiped his leg, connecting with Cardin's face as the guy was sent to the floor. "Sorry, Pardon me."

That kick was what he needed to send his body lashing backwards as the guy holding him lost his balance. Taking advantage of the situation, Peter shifted his weight. Managing to land on his feet, he then kicked the guy that was holding him in the back, making him slide and crash against Cardin. "That's a strike, right? Or a spare? I always get those confused in this kind of situations."

Feeling his Spider-Sense blaring, Peter ducked against a double clothesline sent to him by the remaining of team CRDL. Unable to take away their momentum, they eventually crashed to the rest of the team, being a while until they composed themselves as they checked each other for bruises.

Clearing his throat, Peter got the attention of the team. "Any of you misbegotten malcontents misplace an extremely handsome Parker?" He said, getting some confused and angry stares from the team. "Well, I think the clever term of phrase you're looking for is 'Get him.'."

"Get him!" Cardin reacted first, getting his team to rush at the hidden spider.

Seeing the four bullies rushing, Peter silently gulp, clearly not liking the situation even if he was the one who got involved willingly.

That was when they suddenly heard a loud yell by a mature female voice, "Just what is going on here!" Shouted Goodwitch, as she already had made her way to the middle of the circle that formed during the dispute.

"Well, I was just asking where the humor went, but since I see you, I know now that it flew out of the window." Peter said coolly, though secretly was shouting at himself to stop.

Glynda sighed at that, telling herself she will never get accustomed to someone joking around to her. "Fighting is only permitted in the areas designed for them. If you so wish to spar against each other, do it in sparring class. I don't want to see or hear that any of you got in a fight! Understood!?"

Peter simply nodded, same as the rest that was involved in the dispute. Seeing Glynda walk away, Peter decided to check on the Faunus that was being bullied before Cardin and his team could get to her.

Seeing her brown rabbit ears easily, Peter found her close to his own team. "Hey." He started, getting her attention.

That was until she started blushing hard and look down to her feet, refusing to look at Peter in the eyes. "Hello."

"Are you hurt?" Peter began looking around for any indication that she was. That she needed to go to the infirmary or something, only to receive a shake of her head.

"My name is Peter Parker, what's yours?" He asked, getting awkward at the shy girl's silence.

"V-Velvet." The Faunus forced. "Velvet Scarlatina."

"Well, Velvet, if anyone messes with you, you can always come to me." Peter said as Velvet faced him for the first time with a smile and a small nod. "I'm always happy if I could be of any help to you."

"Velvet? Is that you?" Came another voice, whose source was a brown haired girl with sunglasses. "Come on! We're going to be late!"

"O- I- um," Velvet started, clearly perked up with the new person, but was still nervous around Peter.

Peter had a small smile because of that, "You are clearly busy. I won't take more of your time. See you later."

Turning his back so that she felt comfortable to leave, Peter started making his way towards his team, but not before he heard the Australian accent of Velvet behind him. "Thank you!"

Peter smile disappeared, though, as soon as he saw the smirk Yang was sporting, along with Blake having a smaller one. "Well, if it isn't the hero of the Faunus."

Peter stopped her, though. "I'm not a hero." Peter said, catching everyone in his team by surprise. "I'm just someone who does what he thinks is right, I'm sure everyone here will do that, too. I'm sure that that's why you are here, as well."

"But that was so awesome!" Ruby squealed, clearly happy with the performance, "You were like 'Swish!' and then he grabbed you. And then you were all like…" She continued by herself, not minding as Nora joined her.

Peter had to silently chuckle at that. He appreciated the excitement of his team leader, and of course of Nora, and was silently thankful that they appreciated what he did. His eyes landed on Blake's smirk as he saw her staring at him. Making his way to her, Peter heard her whisper, "Seems like you're making more scenes the longer you're here."

"Yeah, been always like that. Had to come across many scenes to get here, actually." Peter joked, though that was only the truth coming from him.

"Hey, you guys saw that Spider-Man's been acting up again?" Weiss said, making Peter look at her as she looked at her scroll.

"Spider-Man?!" Ruby shouted, knocking Weiss over with her body as she snatched Weiss's scroll. "He's so cool!"

"And awesome!" Yang continued as she got behind Ruby to look at the scroll.

Blake couldn't help but look at Peter with a smirk again. "I guess Spider-Man has a fan club here." She pointed out as both Weiss and team JNPR were on the scroll, and seeing a few other students ogling their scrolls.

Peter couldn't detect the little sarcasm in her voice. "Yeah, seems so." Peter said, not looking at the hidden Faunus.

Blake had some spark in her eyes, though it went unnoticed by Peter as he started walking away from her. Peter himself, however, couldn't help but stare at the rest of the students as he walked around. 'So this is what it feels like to be liked.'

His train of thought was caught short, though, as he felt a slender hand finding its way to his shoulder. Looking back, he saw Weiss standing behind him, a little closed off from what he was used to seeing her as she was unusually fidgeting with her hands and looking at the ground in front of her.

"Ice, you need something?" Peter asked, a little serious even if he called her by nickname.

"Sh-Shut up with the nicknames." Weiss said, a little uncomfortable with what she was about to ask. "I need a favor."

"Um," Peter asked said, a little confused. "Sure, shoot." He said awkwardly. "But not literally, please."

Weiss decided to ignore the little joke. "I need you to…" she started, growing more awkward the longer she went. Peter decided to stay quiet, noting how uncomfortable she looked now. "Will you go with me to a Schnee Gala tonight!?" She said quickly, catching Peter by surprise.

"W-wa-wah?" Peter asked dumbfounded. Seeing her look at him, he knew that she was not going to repeat herself, and that she probably wouldn't take no for an answer. 'Um, why me?' Peter couldn't help but ask to himself. "U-um, sure! Why not."

Weiss let out a sigh of relief. "Great! Make sure to get your best dress for tonight. I don't want you to be considered some street life when you're with me."

"Um, sure." Peter said, still dumbfounded that Weiss invited him. Continuing his way to the dorm, he couldn't stop thinking just what had gotten into the heiress in order to invite him of all people.

With a groan, Peter continued his way, 'Why does my life always ends up being more complicated than it should?'

He continued going around campus aimlessly, thinking back to New York, 'I hope the other guys got the six…' Peter faltered a little as he thought about it. '… thirty-six, I don't know anymore. Heck, I don't know why I am in this school anyway, I don't have the time to be here if I want to get back.' Letting out a sigh, he continued. 'Face it, Parker, you don't even trust your own team, or even someone like Ozpin, who has shown you nothing but compassion and understanding, all because of what happened to you before. And you know that it's not fair for either them or you…"

His wandering mind didn't stop him from going into an elevator and pushing one of the top floors. He was amazed that a school had enough funds to have an elevator almost everywhere, but he didn't stop in wander about that. Peter just needed to think right now, and, as he had discovered since he started as Spider-Man, high places helped him clear his mind.

Stepping out as the doors of the elevator opened, he continued going, his head low, only seeing the dark green floor of where he was as he continued going by himself…

That was until a certain fake cough caught his attention. "Oh, I'm sorry…" Peter said as he saw Professor Ozpin sitting behind his desk, as also Glynda was standing there, both looking expectantly at the new arrival. "Guess I was just lost in my thoughts. I'll leave right now." Peter said as he started going back to the elevator.

"Actually, Mr. Parker," Ozpin said, stopping the teen from leaving. "I was wondering if something is bothering you? How are you feeling after our talk?"

Peter sighed to himself at that, but made it visible as he deflated a little more. "Not that great, actually." He said as he turned back, deciding that being honest with the guy is the more sensible option. "Me being here is a horrible mistake, not only in this school, but in this universe. New York is my responsibility, my rogues gallery are the one's attacking it, I'm in a team I can't trust because of past experiences back in my universe." Peter started counting of, as if trying to prove Ozpin of it being better that he went back, rather than stay here, even if Ozpin had no power over it.

"Have you told this to any member of your team?" Ozpin asked as if it was nothing.

"What?" Peter said, making sure that he heard right.

"Have you told this to any member of your team?" Ozpin repeated calmly.

"I don't think that I can just come out and say that I'm Spider-Man and that I'm from another universe completely. Probably send me to a mental institution for taking too many punches to the head." Peter said, "Besides they all already have their burdens and things to worry about, they don't deserve that I spill all of this out on them."

"Mr. Parker, when your teammates decided to become huntresses, they decided to bear the lives of many people as their burden to bear, much like you when you decided to be Spider-Man. Don't you think that they are strong enough that they could take your story?"

"That's not what I meant!" Peter shouted, earning no physical response from both adults. "It wouldn't be fair to them if I just go and tell them all of this!"

"Life is not fair." Ozpin calmly replied, "I think you of all people know that."

"But that doesn't mean I go out and make it harder on them." Peter said as he calmed down a bit.

Ozpin decided to enlighten the boy on what he thought about the situation, "You say that you don't trust them, and yet you prefer to bottle up your feelings so that you don't bother them."

Peter had no immediate response, so he chose to stay quiet at that point, letting Ozpin continue. "I'm not going to force you to tell them, as it is not my spot to do so, but I must let you know that you might not be going back to your universe, and I don't want you to live a miserable life here, especially if it's miserable because you chose it to be."

Peter continued being in silence, he knew that the man didn't have all the answers but he sure was smart. "Thank you, Professor Ozpin, I'll think about it." He said as he started to leave. "And I'm terribly sorry for the outburst."

"It's no problem Mr. Parker." Ozpin said. "And please know that my office is open any time, just make sure to ask for an appointment next time."

Peter looked around, finally seeing the green walls and clockwork design of the office. "Thanks again, Prof."

"Mr. Parker, if you wouldn't mind." Peter turned around as he heard Glynda's voice. "Why did you start sparring with team CRDL?"

Peter at first didn't answer, opening the elevator, as he stepped in, he decided to answer the question. "They were bullying an innocent girl for being a Faunus, he decided to get physical and I only move to dodge or defend myself, not attack them, but I admit that I did rile them on." Before the doors finished closing he finished his thoughts. "I just couldn't stand there doing nothing when someone needed my help."

 **A.N. Yeah…. So…..**

 **I'm so sorry for not updating this story sooner, I had all this things that happened to me that I'm not going to say because they are personal and I don't want to bore you with it, sorry.**

 **I also didn't feel completely the ending of this chapter, please tell me what you think of it.**

 **Cheers!**


	11. Conflict I Can Handle, A Dance

Disclamer: I don't own anything Spider-Man or RWBY. Spider-Man is a product of Marvel, RWBY is a product of Rooster Teeth.

"Yes! Yes, prior to the Faunus Rights Revolution, more popularly known as the Faunus War, humankind was quite, quite adamant about centralizing Faunus population in Menagerie." Professor Bartholomew Oobleck sipped in his coffee quickly as he went around the desk and quickly continued his lesson. Peter, stopped paying attention for a little bit, quiet amazed by the similarities between both the world he was in now and the one he was before.

'Faunus are sounding more like mutants every time that I hear anything from them.' Peter thought, remembering that mutantkind was forced to move into a small island called Genosha. 'Some things apparently never change' he thought mas he sighed sadly.

"Mr. Parker do you have any comments about the current status that the Faunus have at the moment?" Apparently Peter did not do silent with the sigh, since Oobleck stopped the class and now all eyes were on the Parker boy.

"Well, uhmm…" Peter started, finding it really difficult to say what was really on his mind.

'And if I make a joke about it I might seem like a rude person. I'm sure this part of history is sensitive, especially for Faunus.' He thought, this time making sure of making it silent as the states were starting to get him a little more nervous.

"W-well, you see, I just happened to notice that, what was it called again?" Peter started really struggling with the fact that he couldn't just joke his way out of, in his opinion, this tense situation. "Ah right,Menagerie is kind of an island that is really in the corner of Remnant. And, well, uhm. It just feels like the Faunus were casted aside, kind of like out of sight, out of mind kind of situation." He finished, glad his motor-mouth did not start making jokes without him thinking about them.

"Hmm. Not many people share your point of view, Mr. Parker. And this students is why the repercussions of the uprising can still be seen to this day!" Professor Oobleck said, continuing his class with another sip of his drink. "Now, have any among you been subjugated or discriminated because of your Faunus heritage?" He asked, trying to see if a question could bring the attention of some of the less enthusiastic students taking the the class.

Peter saw a hand being raised fastly, then another one a little slower, almost shyly as he recognized the bunny ears of Velvet a few rows in front of him. "Dreadful, simply dreadful Remember, students, it is precisely this kind of ignorance that breeds violence!"

With another sip of what Peter must assume was coffee, Oobleck continued "I mean, I mean, I mean just look at what happened to White Fang!" with another dash, Oobleck continued his lecture. "Now, which one of you young scholars can tell me what many theorists believe to be the turning point in the third year of the war?"

Peter turned to see Weiss's hand raising.

"Yes?" Asked Oobleck for the answer, seeing directly to where the heiress was.

"The battle at Fort Castle!" Replied Weiss, almost matter-of-factly.

Peter turned back to the front of the class, surprised to see the teacher behind his own desk again when just a second ago he was in front of a row of students. "Precisely!" replied Oobleck. "And, who can tell me the advantage the Faunus had over General Lagune's forces?"

It was at that moment that Peter caught something from the corner of his eyes, a small piece of paper flying to the back of Jaune's head, who Peter assumed was asleep as he could see the body motions of deep breath in the older teen. As he could do nothing, the paper right on the blonde's head, waking him up and making him a little mad. "Hey!"

But the slight anger as the teacher got up to the blonde's face. "Ah, Mr. Arc! Finally contributing to class! This is excellent! Excellent! What is the answer?" Oobleck asked-demanded.

"Uhhhh… The answer…" As Peter expected, Jaune had no idea, the poor guy just woke up. "The advantage… of the Faunus… had over that guy's stuff." Jaune started stalling as he was trying to comprehend what Pyrrha was signaling to him as she was pointing to her eyes.

Peter had an idea, saving the poor blonde from embarrassing himself, "I'm sorry, Prof. but I think the question is a little bit vague to have a concrete answer." He said, earning the attention of the teacher and students and a sigh from Jaune.

"On what way, Mr. Parker, I only asked the advantage the Faunus had?" Oobleck asked, some interest in his eyes and voice.

"Well, that's the thing, the Faunus had many advantages, namely being in a fort. It could also come down to biology of the Faunus, with them having better hearing and smell than humans, it could come down to battle strategy, defenses, or just plain luck. There are just too many variables for there only to be one advantage that the Faunus had over the General." Peter observed, making Oobleck raise an eyebrow in interest.

"You're sounding a lot like a mathematics teacher, Mr. Parker." The teacher noted, making Peter feel proud of himself.

"I excel mostly at science, primarily at chemistry, but I learned long ago that everything is math." Peter said, trying very hard not to geek out, "I mean, everything can be explained by mathematics: art, music, Dust, Faunus, humans, Grimm, even why everyone here is different from one another is explained by mathematics." Even if he was trying, doesn't mean he was succeeding at all.

"Tell me, Mr. Parker, if there is an explanation for everything, why was Mr. Arc sleeping in my class?" Professor Oobleck asked, making Jaune sulk a little at being caught, making Pyrrha worry for her team leader, and Peter to wonder how to make Jaune look better for the situation.

"The different mathematical progression of the human genome makes us all different from one another," Peter said as a start, gaining everyone's attention, even Weiss's as this was a subject she didn't really know about. "That means that some people are born with a natural inclination toward being morning people. They wake up bright and early and cheerful and instantly alert and nobody likes them and that's just the way it should be." He stopped as he heard some snickers to catch his breath, making Jaune look back at all the times he wanted to strangle Nora for being so cheery early morning. "On the flip side are people who work all night and don't sleep until dawn. I'm talking here mostly about writers, artists, and other people the rest of us would just as well not deal with anyway. As Jaune willingly demonstrated, attempting to alter your circadian rhythms by, say, staying up late when you're not a night person produces results that are rarely satisfactory. Sure, sleeping in class is bad as a survival mechanism because it leaves us vulnerable to changes in our environment, hence, the piece of paper that Mr. Winchester gladly threw at Jaune in order to wake him up." Peter stopped again as he heard some small complaint from Cardin's side a little snicker from both Jaune and Pyrrha.

"Mr. Parker, if you could please get to the point before my class ends." Oobleck said, though was secretly impressed with the young boy.

"Yes, sorry, what I'm trying to say is that, in my believe, Jaune is more of a morning person than a night person, but, since he has responsibilities as a leader of his team, he stays up late studying on how to become a better leader, doesn't necessarily mean that he studied for this class, but in battle strategies, team attacks, defending, and other stuff, ideas that could've helped General Lagune's forces against the Faunus if he had those in mind." Peter finished, seeing Jaune bright up at seeing that Peter sees potential in him becoming a better leader.

"It is an interesting theory, Mr. Parker. I see a bright future in you as a teacher." Stated Oobleck, before turning to Jaune, "You have a good friend there, Mr. Arc."

"Well, Cardin, as Mr. Parker gladly pointed out, since you cared enough to make Mr. Arc wake up and pay attention, perhaps you would care to share your thoughts on the subject of the Battle at Fort Castle!"

"Well, I know it's a lot easier to train an animal than a soldier." Cardin said absent-mindedly.

Peter wanted to say something, anything, to shut Cardin up, heck the fact that he always felt like Flash Thompson from back on Earth sent Peter a little on the edge with the taller teen, but Pyrrha beat him to it. "You're not the most open-minded of individuals, are you Cardin?"

"Boy, is that the understatement of the year." Peter added, earning a glare from the Winchester for his efforts. "What? It's true."

"What? You got a problem?" Cardin asked the two of them.

"No, I have the answer!" Pyrrha said, losing all attention on Cardin and putting back on the class, while also stopping Peter from making any commentary to start another fight.

"It's night vision." Pyrrha finally answered. "Many Faunus are known to have nearly-perfect sight in the dark."

Cardin let out an angry growl, making a lot of people turn towards the guy. "Who let the dog out?" Peter asked, referring to the growl, and the fact that Cardin referred Faunus as animals.

Cardin was about to charge at the Parker, but luckily, Blake decided to continue with the explanation of Pyrrha's answer. "General Lagune was inexperienced and made the mistake of trying to ambush the Faunus in their sleep. His massive army was outmatched, and the General was captured." With Oobleck taking a sip of his drink, she continued. "Perhaps if he'd paid attention in class, he wouldn't have been remembered as such a failure."

Some 'Ooo's were heard from the rest of the students as Cardin, for the first time sat upright. "Oh, man, you want some aloe vera for the burn?" Peter asked, again gaining the attention of Cardin.

Cardin began standing up, eyes glaring bloody murder at Peter, but in a calmed, relaxed, and tired voice, Oobleck said, "Mr. Winchester, please take your seat."

By then Peter could still hear Jaune snickering like a madman, bet that was before the teacher got right in the blonde's face saying "You and Mr. Arc can both see me after class for additional readings."

The rest of the class went by a blast for Peter. Getting his books back together as he made his way to Blake, "It seems like being around me is getting to be an influence in you!" He said, seeing Blake with a small grin. "We do have to work on the comedy, they always hate it when you are having fun while shown they were wrong."

"Maybe I should take some pointers." Blake said sarcastically, letting the grin become an actual smile as they both left the classroom.

"See, you're improving! You have a lovely smile on your face and I feel like I have to do some push-ups to feel important again." Peter said, letting himself have a smile of his own.

That was until he heard Pyrrha talking to Nora and Ren, "You go on ahead. I'll wait for Jaune."

* * *

Turning his head to the red head, Peter couldn't stop himself from overhearing what Oobleck was saying to Jaune and Cardin, hey, the guy has enhanced hearing it's not like he eavesdrops on other people all the time, maybe sometimes, ok he eavesdrops a lot, but he doesn't do it on purpose… all the time. "You two have been struggling in my class since day one! Now, I don't know if it's a lack of interest or just your stubborn nature, but whatever it is…" With a sip in his drink and settling the cup down he continued. "It stops now! You've worked hard to gain entrance to this school, and we only accept the best of the best, so I expect you to act like it. History is important, gentlemen!" He stated, stating something he as a person learned throughout his life. "If you can't learn from it… you're destined to repeat it. Pages 51 to 91! I want an essay on my desk by next class! Now! Run along." The teacher finished as he dashed out of the classroom.

Setting foot outside of class, and thinking that they were alone, Cardin shoved the blonde to the floor getting some surprised noises from Jaune as he was attacked from behind. With a satisfied 'Heh.' he started walking the other side of where Pyrrha was, only to stumble to the floor as he felt something take his footing.

"Oh, sorry, man, guess I shouldn't have put my leg so out." Peter said as he started walking towards an already outright Jaune with Pyrrha. "But you really have to be aware of your surroundings, don't want you being snuck up on by a random Grimm."

"Listen to me, Parker!" Cardin shouted while pointing a finger at the brunette's turned back. "You are going to regret ever messing with me!"

"Now you listen to me, Winchester." Peter calmly said as he turned and faced into the muscle-bound teen. "I don't care about your name, your ideas, your believes. I don't really care that you don't like Faunus, you are free to believe anything you'd like, but you start walking around with all that muscle that you have and even think that you should turn innocents into pulp just because you can. That you don't give a damn who you hurt, then we are going to have a problem." Peter continued calmly, maybe even a little darkly. "And believe me, you really don't want to have a problem with me."

Cardin only gritted his teeth tighter as he started walking away from the younger teen. That left Peter to turn and see Pyrrha start leaving with Jaune as she saw that the situation between Peter and Cardin stopped.

With a sigh, Peter was left alone. 'You know, classes are over, might as well go out as Spider-Man.' As he started walking, he couldn't help but think of the whole situation. 'Jaune's definitely not a fighter. No experience, and definitely not someone that can hold his own in battle. If anyone asked me, he did something to get into this school. But, he has his heart in the right place.' Peter thought with a sigh. 'He has some bright ideas in the battlefield, a good strategist, and he can get people to back him up even if they don't know him, plus a quick thinker when he really concentrates. Unfortunately, he wants to be someone that can hold his own, doesn't really want to see himself as a weak link to his team, and he got the added pressure of being a leader. Maybe Pyrrha can help him train in combat, and even if she doesn't, I could always help the guy out.'

Looking around at the campus that he had to live in at the moment he continued, 'It could have ended up worse for me. I mean, I met someone nice enough to let me stay and even learn, it's not like I ended in a post-apocalyptic world, and specially glad that I didn't end up somewhere like the Savage Land.' Peter thought with a shiver, remembering the time he was stuck there. 'How the heck did the X-Men even discovered that place is beyond me, but I sure never want to go back there. They only ones that belong there are the tribesmen and Wolverine, but not my spandex covered tooshie.'

As the web-shooter weren't really at hand, and he didn't really use the locker since it would just be the shooters and also it avoided some explaining if someone did open his locker, he made his way to the dorm, appreciating the look as night was starting to approach. 'I always think that the other guys enjoy a fight, that they live for the action. But this moments of peace, when I can see the night and relax a little bit, I always appreciate them.'

Finally making his way into his dorm, he couldn't help but overhear rapid movements going from the room. Putting a hand on the knob as he gulped a little bit, he entered the room, really expecting another mess on the room, probably the beds falling over, or something. He actually had a little shake at thinking that.

Opening the door, he was met by some rose petals flying around. "Peter!" He heard Ruby squeal excitedly as she was suddenly right in front of his face. "How come you are so late? You need to get ready!" She said rapidly as she started bouncing up and down.

"Right…" Peter started, really getting confused as to what she at talking about. "Get ready."

That was until he finally saw past the younger girl. He was able to see the grin both Yang and Blake were sporting as he had a flabbergasted look he was sporting as he finally managed to catch the cause of all the rose petals and moved her out of the way for him to get in the room.

"You forgot, didn't you." He heard the question as a statement as he turned his head to the right. "Seriously Parker, you would lose your head if it wasn't attached to your body." That was when he finally saw Weiss.

You know when they saw that the guy looks at a girl and opens his mouth when she looks stunning? Well, Peter was doing that for the first time since he came Remnant. As he saw that Weiss was sporting a simple sleeveless black dress that ended on the middle of her thighs, but somehow the simplicity of the dress brought out Weiss's pale skin, making her radiate, like her skin was shining. It being a source of light of its own. "Me? Forget?" Peter asked ridiculously, though the blush was apparent, especially after seeing that Weiss wasn't convinced. "I don't suppose that I'm uninvited because of that, right?" Seeing her shake her head no. "Then yes, I totally, completely forgot."

"You're so lucky that there's still time." Weiss said with a small smile as she remembered Peter's reaction to when he first saw her. "Now hurry up and get changed, we don't want to be late!"

"Yes ma'am." Peter said as he dashed towards the bathroom, earning a few snickers, as they could tell that he was trying not to get Weiss's bad side, from the rest of the team. 'Guess Jaune's not the only one that gets distracted easily.' He thought.

As they had the room to themselves, the girls thought of poking fun at the heiress who, even if she would never admit it herself, was also pretty nervous about tonight.

"So, you're going on a date with Peter?" Yang asked with a grin on her face.

"It would appear so." Weiss responded, clearly aware of the blush on her face.

"You think about kissing him at the end of the night?" Yang continued, earning blushes from Ruby and Blake while making Weiss red as a tomato.

"Absolutely not!" The heiress almost screamed at the brawler.

"Aw, why not? I mean, he's cute and everything." Yang said, admitting that she did thought Peter was handsome.

"Yes, but I don't really know him enough to know that I like him." Weiss admitted, both to herself and to the rest of the team.

"Of course you do." Said Yang. "He likes to make jokes, he's always trying to help people, he's…umm" She continued, but quickly ran out of things to say as she couldn't come up with anything else.

"Ooh, he's selfless." Ruby continued. "He likes to…" That was when she too couldn't come up with anything.

They turned to look at Blake to see what she got on the Parker. She knew something that the rest didn't, but she didn't feel it was her place to tell them 'He's Spider-Man.' as it wasn't her secret to tell. "I think we don't really know Peter as well as we think we did." She finally said as to get the attention away from herself.

"Well. What do you think?" They heard Peter ask as he got out of the bathroom. Turning around, they saw Peter in a tuxedo. 'Hey it's a gala, might as well dress for one.' He earned a few blushes his way as they saw him being elegant as he scratched the back of his head nervously.

"Its adequate." Weiss finally said, figuring that, as she was the one going out with him, her answer was the one he was after.

"Really? It's not too much, is it?" Peter asked, just to be sure.

"Really. It's fine." Weiss finished.

"Ok, then!" Peter said, satisfied that he was decent enough to go. "Um, how are we going to this thing again?"

Weiss sighed at that, "We obviously take one of the Bullheads." She said matter-of-factly.

"Right." Peter said quickly, but then stopped to reconsider, "Do they let us do that?" He asked genuinely.

"Yes, there's always some of them ready if anyone needs something on Vale." Weiss said again. "Honestly Parker, don't you pay attention of what Ms. Goodwitch said after our first day here?"

"Honestly?" Peter asked as he had some humor in his eyes. "I just focus on her if she tries waving that over-glorified riding crop at me when she's around."

Peter then saw the deadpanned look Weiss had, along with Blake on the background, "What? She scares me."

"Let's just go before I decide to not let you come after all." Weiss said as she took Peter's hand and started dragging him to the door.

"Hey!" Peter protested, although with a smile on his face, "Is this really how you'd treat a date?"

The closed door broke whatever Weiss was saying to Peter as the young 'couple' left the rest of their team.

"Oh, they looked so cute together!" Yang said.

"I think that Weiss is going to end up killing Peter by the end of the night." Blake thought outloud.

"Naww, she won't do that!" Ruby said, "Would she?"

"Only one way to tell!" Yang shouted excitedly, "We follow them!"

The deadpanned look she received from both team leader and partner were ones that clearly were against that idea.

"Yeah, I kind of have better things to do." Blake said as she went out of the dorm, making her way to the library for some peaceful reading.

"Yeah, I think Peter is not going to be okay with Weiss, and I don't want her anger at me if she finds out." Ruby said, going to the wardrobe to retrieve her sleepwear.

At the responses all Yang could do was pout. "Aw, you guys are no fun at all!"

* * *

"So, where exactly are we going?" Peter asked, already walking by himself alongside the heiress instead of being dragged by her.

"We're going to be in the reception of one of the Schnee Dust Company building where my father is holding a gala with other associates from other companies in order to celebrate my achievement at entering Beacon Academy." Weiss responded kind of mechanically.

"Sounds like you don't like the plan." Peter noted, making Weiss blush a bit as Peter noticed that.

"W-well, is just that I'm trying to become a Huntress. I don't really like to diddle-daddle and waste my time in achieving that!" Weiss responded quickly, trying to keep composure.

"Uh-huh." Peter said, not really convinced at that.

Peter thought that he was in the vigilante business long enough to see when people used mask. Weiss's was kind of simply to decipher, she went rigid when it came to talking about her family and the company that she could at some point in life inherit. But she sometimes falters, trying hard to be emotionless with any thought about it. Whatever happened between her and her family she might want to keep it to herself, and he sure wasn't anyone worthy enough to pry.

"Weiss, I'm just going to say that anything you want to talk about, anything at all, you can just talk to me, okay?" Peter said.

Taken aback, Weiss turned to the brunette, only to see him looking straight at her with a smile plastered across his face. At the sight, all words she was going to say and question were caught on her throat.

"Despite past experience I know when to shut my mouth." Peter said, trying to sound friendly and get the comedy for the moment not to be awkward. "And those times are when other people need to be heard. So, just remember, if you need an ear that listens to you, I'm here. Also if you need a mouth that speaks a lot, but you must really know that already."

Continuing the walk, Peter saw that they both were already outside the campus and could faintly see the Bullheads just a little bit up ahead.

Weiss however, wasn't really paying attention to that as she kept to herself. She didn't think Peter Parker of all people would be able to tell that she had problems with all of this. Nor did she think that he would openly offer himself as someone who would listen to her problems, especially with how they're relationship first started. With a small smile, she saw the brunette waiting just outside one of the Bullhead's opening.

"After you." Peter simply said, offering his arm for her to use as support in order to get up.

"Thank you, Peter." Weiss said as she took his arm and climbed up the VTOL aircraft, really thanking him for what transpired this couple of minutes.

"Don't mention it." Peter responded as he also got inside as the doors were closing.

Seeing him take a seat in front of her, and after giving the directions to the pilot, Weiss couldn't help but think. 'Maybe this night won't be so bad after all.'

 **A.N. Well, hi how's everyone doing?**

 **Now, some of you might be wondering why did I pull this thing of the gala when it clearly isn't canon. And well, I just felt that Weiss's father would do out of spite of her disobeying him.**

 **Now, as of the moment I am writing this I have not watched season 4 of RWBY, mainly because I've never gone around to do it, but from what I can tell, he's kind of a prick not only to Weiss.**

 **Also, I think that it could be a better way to have more exposition on the character of Weiss, which I feel that they didn't really do in Volume 1, it was that she was part of the conflict with another member of the team and we knew some other little part of her that is not really that character defining as what I saw all the way up to season 3, but that's my opinion, at least.**

 **So I hope that that clears that part out for you.**

 **treyalexander63917: I see your point, and really, I thought 'Shoot, why didn't I think of that before reading this.'**

 **But there's something to take into account and is the fact that Peter doesn't really know much about Aura, he doesn't know that he has to unlock it, he just knows that he has it along with everyone else in Remnant, and secondly, Peter's main concern is to get back to Earth, and well, he really doesn't think about anything else when he concentrates on something.**

 **Nick: Well you see, I'm trying to combine a lot of versions of Spider-Man together into one Peter Parker, there's references to Spectacular Spider-Man and Amazing Spider-Man, and not all moments of Spider-Man's history will be shown, especially those that either didn't make sense of broke Peter's character, which in my opinion there's a lot of. And also, if you look at the beging of the Amazing Spider-Man, the one started in the 60's were enemies being created or appearing almost every chapter. SO I think moving things a little fast for a lot of things to happen in just a year might not be so far-fetched, right?**

 **GuestwithIdeas: I don't think I specifically said that none of Spider-Man's enemies might come to the RWBY-verse. It is something I really haven't decided on doing.**

 **Anyway, I really hope that you enjoyed this chapter.**

 **Cheers!**


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